Common use of Books, Records and Inspections Clause in Contracts

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower will, and will cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws), and to discuss its affairs, finances and accounts with its directors and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling), all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided that during any calendar year, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreement. Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Agent or any Lender upon the request of such Secured Party.

Books, Records and Inspections. The Borrower will(a) Keep, and will cause each Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of its Subsidiaries to, maintain proper books of record and account, financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower willGAAP; (b) permit, and will cause each of its Subsidiaries toSignificant Subsidiary to permit, permit representatives and independent contractors of the Administrative Agent (which may be accompanied by any Bank) or any representative thereof upon reasonable prior notice to inspect the properties and operations of the Company and of such Significant Subsidiary; and (c) permit, and cause each Significant Subsidiary to permit, at any reasonable time during normal business hours and with reasonable notice (or at any time without notice if an Event of Default exists), the Administrative Agent (which may be accompanied by any Bank) or any representative thereof to visit and inspect any or all of its properties offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with the extent authorized pursuant Administrative Agent (which may be accompanied by any Bank) or any representative thereof, provided that the Company shall have the right to be present at any leases for such propertiesdiscussions so long as no Event of Default exists), to examine (and photocopy extracts from) any of its corporate, books or other financial and or operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)provided that, and to discuss its affairs, finances and accounts with its directors and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling), all at the expense of the Credit Parties and (unless an Event of Default then exists, the costs and expenses associated with any visit or inspection made pursuant to clause (b) as often as or (c) shall be for the account of the Administrative Agent may reasonably request at reasonable times during normal business hours(or, upon reasonable advance notice to the Credit Parties; provided that during any calendar year, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreement. Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Agent or any Lender if acting upon the request of or accompanied by any Bank, such Secured PartyBank).

Books, Records and Inspections. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP IFRS (subject to normal year-end adjustments pursuant to the audit required under Section 8.01(c) (provided that such year-end adjustments shall not be materially adverse, individually or in the aggregate, to any Agent or any Lender)), consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, permit the Administrative Agent, one additional Lender on behalf of all Lenders, and their respective representatives and independent contractors of the Administrative Agent contractors, to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)therefrom, and to discuss its affairs, finances and accounts with its directors directors, officers, and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling)independent public accountants, all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request Parties; provided that such visits or inspections shall be at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided , but not more often than two (2) times per year (except that during any calendar year, absent none of the continuation of limitations in this proviso shall apply if an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this AgreementDefault then exists). Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Collateral Agent or any Lender upon the request of such Secured Party. The Administrative Agent shall give the Credit Parties the opportunity to participate in any discussions with the Credit Parties’ independent public accountants.

Books, Records and Inspections. The Borrower willLoan Parties shall, and will shall cause each of its their respective Subsidiaries to, maintain proper books of record and account, in which entries that are fullcomplete, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Loan Parties or such Subsidiary, as the case may bein each case, which shall be in conformity with GAAP, consistently applied. The Borrower willLoan Parties shall, and will shall cause each of its their respective Subsidiaries to, permit the Administrative Agent and its representatives and independent contractors of contractors, upon reasonable advance notice to the Administrative Agent Loan Parties, to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)therefrom, and to discuss its affairs, finances and accounts with its directors directors, officers, and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling)independent public accountants, all at the expense of the Credit Loan Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided that during any calendar year, absent the continuation of unless an Event of DefaultDefault has occurred and is continuing, reasonable expenses of a reasonable number of people in connection with only the Administrative Agent shall not conduct and the Loan Parties shall not be required to reimburse the Administrative Agent for, more than one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreementsuch inspections in any calendar year. Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Collateral Agent or any Lender upon such Person’s request. The Administrative Agent shall give the request Loan Parties the opportunity to participate in any discussions with the Loan Parties’ independent public accountants. Notwithstanding anything to the contrary in this Section 8.02, none of such Secured Partythe Loan Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that is subject to attorney-client or similar privilege or constitutes attorney work product.

Books, Records and Inspections. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such SubsidiaryCompanies, as the case may be. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)therefrom, and to discuss its affairs, finances and accounts with its directors directors, officers, and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling)independent public accountants, all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided provided, that so long as no Event of Default has occurred and is continuing, the Credit Parties shall not be obligated to reimburse the Administrative Agent for more than two such inspections during any calendar year, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreement. Any information obtained by the Administrative Agent pursuant to this Section 8.02 5.03 may be shared with the Administrative Agent or any Lender upon the request of such Secured PartyLender, but shall be otherwise be subject to the terms of that certain Mutual Nondisclosure Agreement, dated as of March 30, 2016, by and between the Borrower and Breakaway Capital Partners.

Books, Records and Inspections. The Borrower will(a) Keep, and will cause each Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of its Subsidiaries to, maintain proper books of record and account, financial statements in which entries that are full, true and correct in all material respects and are in conformity accordance with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower willGAAP; (b) permit, and will cause each of its Subsidiaries toSignificant Subsidiary to permit, permit representatives and independent contractors of the Administrative Agent (which may be accompanied by any Lender) or any representative thereof upon reasonable prior notice to inspect the properties and operations of the Company and of such Significant Subsidiary; and (c) permit, and cause each Significant Subsidiary to permit, at any reasonable time during normal business hours and with reasonable notice, the Administrative Agent (which may be accompanied by any Lender) or any representative thereof to visit and inspect any or all of its properties offices, to discuss its financial matters with its officers and its independent auditors (and the Company hereby authorizes such independent auditors to discuss such financial matters with the extent authorized pursuant Administrative Agent (which may be accompanied by any Lender) or any representative thereof, provided that the Company shall have the right to be present at any leases for such propertiesdiscussions), to examine (and photocopy extracts from) any of its corporate, books or other financial and or operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)provided that, and to discuss its affairs, finances and accounts with its directors and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling), all at the expense of the Credit Parties and (unless an Event of Default then exists, the costs and expenses associated with any visit or inspection made pursuant to clause (b) as often as or (c) shall be for the account of the Administrative Agent may reasonably request at reasonable times during normal business hours(or, upon reasonable advance notice to the Credit Parties; provided that during any calendar year, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreement. Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Agent or any Lender if acting upon the request of or accompanied by any Lender, such Secured PartyLender).

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower will, and will cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws), and to discuss its affairs, finances and accounts with its directors and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling), all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided that during any calendar year, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreement. Any information obtained by the Administrative Agent pursuant to this Section 8.02 (a) may be shared with the Administrative Agent or any Lender upon the request of such Secured Party.

Books, Records and Inspections. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may bebe so as to present fairly in all material respects the financial position and results of operations of Holdings and its Subsidiaries, subject to any adjustments or estimations in connection with a Permitted Acquisition or an IP Acquisition permitted under the defined terms “Pro Forma Basis”. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, permit representatives and independent contractors of the Administrative Collateral Agent to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)therefrom, and to discuss its affairs, finances and accounts with its directors directors, officers, and officers independent public accountants (provided, that at which an authorized representative of the Credit Parties Administrative Borrower shall allowed be entitled and have the opportunity to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental samplingpresent), all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided provided, that during any calendar year, absent the continuation of unless an Event of Default, reasonable expenses of a reasonable number of people in connection with only Default has occurred and is continuing (a) there shall not be more than one such visit and inspection per year and (1b) inspection by Administrative Agent such visits and inspections shall be made upon at the Borrower’s expense and reimbursable under this Agreementleast three (3) Business Days’ notice at reasonable times during normal business hours. Any information obtained by the Administrative Collateral Agent pursuant to this Section 8.02 9.02 may be shared with the Administrative Agent or any Lender upon the request of such Secured PartyParty and the Administrative Borrower.

Books, Records and Inspections. (a) The Borrower willshall, and will shall cause each of its Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower will, and will cause each of its Subsidiaries Restricted Subsidiary to, permit officers and designated representatives and independent contractors of the Administrative Agent, Collateral Agent or any Lender, to visit and inspect any of its properties (the Property of the Borrower or such Restricted Subsidiary in whomsoever’s possession to the extent authorized pursuant that it is within such party’s control to any leases for permit such properties), inspection (and shall use commercially reasonable efforts to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject cause such inspection to applicable confidentiality agreements or undertakings and copyright lawsbe permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the financial records of the Borrower and any such Restricted Subsidiary and discuss its the affairs, finances finances, accounts and accounts condition of the Borrower or any such Restricted Subsidiary with its directors and their officers (providedand independent accountants therefor, that an authorized representative in each case of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling), all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, foregoing upon reasonable advance notice to the Credit Parties; provided that Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent, the Collateral Agent or the Required Lenders may desire (and subject, in the case of any calendar yearsuch meetings or advice from such independent accountants, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by to such accountants’ customary policies and procedures). The Administrative Agent and the Required Lenders shall be at give the Borrower the opportunity to participate in any discussions with the Borrower’s expense independent public accountants. (b) The Borrower shall, and reimbursable under this Agreement. Any information obtained by shall cause each of the Administrative Agent pursuant to this Section 8.02 may be shared Restricted Subsidiaries to, maintain financial records in accordance with the Administrative Agent or any Lender upon the request of such Secured PartyGAAP.

Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower will, and will cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws), and to discuss its affairs, finances and accounts with its directors and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling)officers, all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided that during any calendar year, absent the continuation of an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this Agreement. Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Agent or any Lender upon the request of such Secured Party.

Books, Records and Inspections. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP (subject to normal year-end adjustments pursuant to the audit required under Section 8.01(c) (provided that such year-end adjustments shall not be materially adverse, individually or in the aggregate, to any Agent or any Lender)), consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, permit the Administrative Agent, one additional Lender on behalf of all Lenders, and their respective representatives and independent contractors of the Administrative Agent contractors, to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)therefrom, and to discuss its affairs, finances and accounts with its directors directors, officers, and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling)independent public accountants, all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request Parties; provided that such visits or inspections shall be at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided , but not more often than two (2) times per year (except that during any calendar year, absent none of the continuation of limitations in this proviso shall apply if an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this AgreementDefault then exists). Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Collateral Agent or any Lender upon the request of such Secured Party. The Administrative Agent shall give the Credit Parties the opportunity to participate in any discussions with the Credit Parties’ independent public accountants.

Books, Records and Inspections. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP (subject to normal year-end adjustments pursuant to the audit required under Section 8.01(b) (provided that such year-end adjustments shall not be materially adverse, individually or in the aggregate, to Administrative Agent or any Lender)), consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Credit Parties or such Subsidiary, as the case may be. The Borrower Credit Parties will, and will cause each of its their respective Subsidiaries to, permit Administrative Agent, one additional Lender on behalf of all Lenders, and their respective representatives and independent contractors of the Administrative Agent contractors, to visit and inspect any of its properties (to the extent authorized pursuant to any leases for such properties), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (subject to applicable confidentiality agreements or undertakings and copyright laws)therefrom, and to discuss its affairs, finances and accounts with its directors directors, officers, and officers (provided, that an authorized representative of the Credit Parties shall allowed to be present and that any such inspection of properties shall not include any invasive or physically intrusive environmental sampling)independent public accountants, all at the expense of the Credit Parties and (unless an Event of Default then exists) as often as the Administrative Agent may reasonably request Parties; provided that such visits or inspections shall be at reasonable times during normal business hours, upon reasonable advance notice to the Credit Parties; provided , but not more often than two times per year (except that during any calendar year, absent none of the continuation of limitations in this proviso shall apply if an Event of Default, reasonable expenses of a reasonable number of people in connection with only one (1) inspection by Administrative Agent shall be at the Borrower’s expense and reimbursable under this AgreementDefault then exists). Any information obtained by the Administrative Agent pursuant to this Section 8.02 may be shared with the Administrative Agent or any Lender upon the request of such Secured Party. Administrative Agent shall give the Credit Parties the opportunity to participate in any discussions with the Credit Parties’ independent public accountants.