Common use of Books; Records; Inspections Clause in Contracts

Books; Records; Inspections. Keep, and cause each other Note Party and Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Note Party to permit, Agent (accompanied by any Purchaser) or any representative thereof to inspect the properties and operations of the Companies or such other Note Party; and permit, and cause each other Note Party, at any reasonable time and with reasonable notice, to permit (or at any time without notice if an Event of Default exists), Agent (accompanied by any Purchaser) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies hereby authorize such independent auditors to discuss such financial matters with any Purchaser or Agent or any representative thereof), and to examine any of its books or other records; and permit, and cause each other Note Party, at any reasonable time and with reasonable notice, to permit Agent and its representatives to inspect the Collateral and other tangible assets of the Companies or such Note Party, to perform appraisals of the equipment of the Companies or such Note Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. So long as no Event of Default or Default exists, (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies shall not be required to reimburse Agent for more than one appraisal and audit each Fiscal Year.

Books; Records; Inspections. Keep, and cause each other Note Party and Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Note Party Subsidiary to permit, Agent (accompanied by any PurchaserLender) or any representative thereof to inspect inspect, at reasonable times during normal business hours, the properties and operations of the Companies Borrower or such other Note PartySubsidiary; and permit, and cause each other Note PartySubsidiary to permit, at any reasonable time during normal business hours and with reasonable notice, to permit notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any PurchaserLender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies Borrower hereby authorize authorizes such independent auditors to discuss such financial matters with any Purchaser Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower, photocopy extracts from) any of its books or other records; and permit, and cause each other Note PartySubsidiary to permit, at any reasonable time and with reasonable notice, to permit Agent and its representatives representatives, at reasonable times during normal business hours, to inspect the Collateral and other tangible assets of the Companies or owned by such Note PartyPerson, to perform appraisals of the equipment of the Companies Borrower or such Note PartySubsidiary, and and, at reasonable times during normal business hours, to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateralassets of Borrower or such Subsidiary. So All such inspections or audits by Agent shall be at Borrower’s expense, provided that so long as no Event of Default or Default exists, (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies Borrower shall not be required to reimburse Agent for appraisals more frequently than one appraisal and audit once each Fiscal Year. Notwithstanding the foregoing, as they relate to any Subsidiary, the inspection and visitation rights provided for under this Section 6.2 shall only apply if an Event of Default exists hereunder or if such Subsidiary is in payment default under the Intercompany Debt Documents to which it is a party.

Books; Records; Inspections. Keep, and cause each other Note Party and Restricted Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Note Party Restricted Subsidiary to permit, Agent (accompanied by any Purchaser) or any representative thereof to inspect the properties and operations of the Companies or such other Note Party; and permit, and cause each other Note Party, at any reasonable time and with reasonable notice, to permit notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any PurchaserLender) or any representative thereof to inspect the properties and operations of Borrower or such Restricted Subsidiary; and permit, and cause each Restricted Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies Borrower hereby authorize authorizes such independent auditors to discuss such financial matters with any Purchaser Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Restricted Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Note PartyRestricted Subsidiary to permit, at any reasonable time and with reasonable noticenotice (or at any time without notice if an Event of Default exists), to permit Agent and its representatives to inspect the Collateral and other tangible assets of the Companies Borrower or such Note PartyRestricted Subsidiary, to perform appraisals of the equipment of the Companies Borrower or such Note PartyRestricted Subsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. So All such inspections or audits by Agent shall be at Borrower's expense, provided that so long as no Event of Default or Default exists, (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies Borrower shall not be required to reimburse Agent for appraisals more frequently than one appraisal and audit once each Fiscal Year. Agent and each Lender hereby agrees to use its best efforts to conduct all such inspections, visits, examinations and audits in a manner that minimizes interference with the business of Borrower or any such Restricted Subsidiary. Agent and Lenders shall treat all information obtained during any such inspection, visit, examination or audit as confidential information subject to Section 10.9 hereof. Notwithstanding the foregoing, Borrower shall in no event be required to provide to Agent or Lender any information protected by law as a privileged communication resulting from a protected relationship (including, by way of example, the attorney-client relationship), so long as such information remains privileged.

Books; Records; Inspections. Keep, and cause each other Note Loan Party and Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Note Loan Party to permitpermit (at any reasonable time and with reasonable notice), Agent (accompanied by any Purchaser) or any representative thereof to inspect the properties and operations of the Companies Borrower or such any other Note Loan Party; and permit, and cause each other Note PartyLoan Party to permit, at any reasonable time and with reasonable notice, to permit notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any PurchaserLender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies Borrower hereby authorize authorizes such independent auditors to discuss such financial matters with any Purchaser Lender or Agent or any representative thereofthereof and to the extent such discussion is not in respect of the results of the annual audit or the restatement of any such annual audit, a representative of the Borrower shall be provided a reasonable opportunity to participate in any such discussion), and to examine (and, at the expense of Borrower or the applicable Loan Party, photocopy extracts from) any of its books or other records; and permit, and cause each other Note PartyLoan Party to permit, (at any reasonable time and with reasonable notice, to permit ) Agent and its representatives to inspect the Collateral and other tangible assets of the Companies Borrower or such Note Party, to perform appraisals of the equipment of the Companies or such Note Loan Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. So ; provided, however, so long as no Event of Default or Default exists, only Agent may exercise rights under this Section 6.2 and the Agent shall not exercise such rights more often than one (i1) time in any Fiscal Year. All such inspections visits and examinations pursuant to this Section 6.2 shall comply with the Borrower’s or audits by Agent (its Subsidiaries’ policies and protocols for safety for visitors to its facilities, including any request by Agent visits to any Note Party’s independent public accountants) shall be manufacturing areas. Notwithstanding anything to the contrary in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding this Section 6.2 or any other provision hereof or of the Loan Documents, none of the Borrower nor any other Investment Document, the Companies shall not of its Subsidiaries will be required to reimburse disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to the Agent for more than one appraisal and audit or a Lender (or its respective representatives or contractors) is prohibited by law, fiduciary duty or third-party contractual obligations (not created in contemplation thereof), or would violate any of its obligations with respect to the privacy or confidentiality of patient information or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided, that, in each Fiscal Yearcase, Borrower shall notify Agent of such prohibition or privilege.

Books; Records; Inspections. Keep, and cause each other Note Party and Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Note Party Subsidiary to permit, Agent (accompanied by any PurchaserLender) or any representative thereof to inspect the properties and operations of the Companies Borrower or such other Note PartySubsidiary; and permit, and cause each other Note PartySubsidiary to permit, at any reasonable time during normal business hours and with reasonable notice, to permit notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any PurchaserLender) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies Borrower hereby authorize authorizes such independent auditors to discuss such financial matters with any Purchaser Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Subsidiary, photocopy extracts from) any of its books or other records; and permit, and cause each other Note PartySubsidiary to permit, at any reasonable time and with reasonable notice, to permit Agent and its representatives to inspect the Collateral and other tangible assets of the Companies Borrower or such Note PartySubsidiary, to perform appraisals of the equipment of the Companies Borrower or such Note PartySubsidiary, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. So All such inspections or audits by Agent shall be at Borrower's expense, provided that so long as no Event of Default or Default exists, (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies Borrower shall not be required to reimburse Agent for appraisals more frequently than one appraisal and audit once each Fiscal Year.

Books; Records; Inspections. Keep, and cause each other Note Loan Party and Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Note Loan Party to permit, upon reasonable prior written notice (unless an Event of Default exists) and during such Loan Party’s normal business hours, Agent (accompanied by any PurchaserLender) or any representative thereof to inspect the properties and operations of the Companies Borrower or such other Note PartyLoan Party not more than twice per year (or at any time that an Event of Default exists); and permit, and cause each other Note Loan Party to permit during such Loan Party’s normal business hours, at any reasonable time and with reasonable notice, to permit notice not more than twice per year (or at any time without notice if an Event of Default exists), Agent (accompanied by any PurchaserLender) or or, subject to the same conditions, any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies Borrower hereby authorize authorizes such independent auditors to discuss such financial matters with any Purchaser Lender or Agent or any representative thereof, so long as Borrower or its representative is given the opportunity to the present), and to examine (and, at the expense of Borrower or the applicable Loan Party, photocopy extracts from) any of its books or other records; and permit, and cause each other Note PartyLoan Party to permit, at any reasonable time and with reasonable notice, to permit Agent and its representatives to inspect the Collateral and other tangible assets of the Companies Borrower or such Note Loan Party, to perform appraisals of the equipment of the Companies Borrower or such Note Loan Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. So All such inspections or audits by Agent shall be at Borrower’s expense, provided that so long as no Event of Default or Default exists, (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies Borrower shall not be required to reimburse Agent for the conduct of appraisals or audits more frequently than one appraisal and audit once each Fiscal Year or in amount in excess of $10,000 in the aggregate in any Fiscal Year.

Books; Records; Inspections. KeepColossus Brazil, SPCDM and cause the Guarantor shall each other Note Party keep true, complete and Subsidiary to keep, its accurate books and records of all material operations and activities with respect to the Property, including the processing of Minerals therefrom, where applicable. Subject to the confidentiality provisions of this Agreement and in accordance with sound business practices sufficient addition to allow the preparation provisions of financial statements in accordance with GAAP; permitSection 6(d), up to twice each calendar year Sandstorm Gold and cause each its authorized representatives shall be entitled to perform audits or other Note Party to permit, Agent (accompanied by any Purchaser) or any representative thereof to inspect the properties reviews and operations examinations of the Companies books and records of Colossus Brazil, SPCDM and the Guarantor relevant to the delivery of Refined Metals pursuant to this Agreement during the Term or such other Note Party; and permitthe Extended Term, and cause each other Note Party, at any reasonable time and with reasonable noticeas the case may be, to permit confirm compliance by Colossus Brazil and the Guarantor with the terms of this Agreement. Despite the preceding sentence, Sandstorm Gold may exercise such audit, review and examination rights more than twice per year either (a) where the additional audit, review and examination is required by applicable law, (b) with the consent of Colossus Brazil and Guarantor, not to be unreasonably withheld or at delayed; or (c) unless one of the previous two audits have revealed that there has been an underreporting of Refined Metals. Sandstorm Gold shall diligently complete any time audit, review or other examination permitted hereunder. For greater certainty and without notice if limitation, Sandstorm Gold shall have access to all documents provided by each of Colossus Brazil, SPCDM and the Guarantor to an Event Offtaker, as contemplated under the Offtake Agreements or which otherwise relate to the Applicable Metals produced from the Property vis a vis the Offtaker and that are, in any manner, relevant to the calculation of Default existsSandstorm Gold Payable Metals or the delivery and credit of Refined Metals in respect thereof, in each instance. Subject to Section 6(c), Agent (accompanied by all costs and expenses of any Purchaser) or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and the Companies hereby authorize such independent auditors to discuss such financial matters with any Purchaser or Agent or any representative thereof), and to examine any of its books audit or other records; and permit, and cause each other Note Party, at any reasonable time and with reasonable notice, to permit Agent and its representatives to inspect the Collateral and other tangible assets of the Companies or such Note Party, to perform appraisals of the equipment of the Companies or such Note Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral. So long as no Event of Default or Default exists, (i) such inspections or audits by Agent (including any request by Agent to any Note Party’s independent public accountants) examination permitted in this Section shall be in a manner that does not unduly interfere with the business and operations of the Note Parties and their Subsidiaries, (ii) the Companies shall receive reasonable prior notice of such inspection and/or audit and (iii) notwithstanding any other provision hereof or of any other Investment Document, the Companies shall not be required to reimburse Agent for more than one appraisal and audit each Fiscal Yearpaid by Sandstorm Gold.