Borrowing Base Verification; Inventory Appraisals Sample Clauses

Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on reasonable prior notice to the Administrative Borrower, in the name of such Agent, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate with the Administrative Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than once during any twelve month period, absent a Specified Event of Default or a Cash Dominion Event; provided, however, that (A) in the case of both Collateral field audits and Inventory Appraisals, (i) following the occurrence and during the continuation of a Cash Dominion Event, Collateral field audits and Inventory Appraisals shall be conducted, at the request of the Administrative Agent, not more than twice during any twelve month period, at the Borrowers’ expense, and (ii) following the occurrence and during the continuation of a Specified Event of Default, Collateral field audits and Inventory Appraisals shall be conducted at the Borrowers’ expense more frequently at the Administrative Agent’s reasonable request; and (B) the Borrowers may, in their discretion and at their own expense, cause to be conducted up to two additional Inventory Appraisals during any twelve month period.
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Borrowing Base Verification; Inventory Appraisals. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the Administrative Agents’ officers, designated employees or agents, at any reasonable time on reasonable prior notice to the Borrowers, in the name of such Agent, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Administrative Agent and its agents during all (x) Collateral field audits, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than (i) two (2) times during the first year after the Closing Date; (ii) once per year any twelve month period thereafter, absent an Event of Default; and (iii) two (2) times during the twelve month period after that the date that the Borrowing Availability shall be less than the greater of (A) $150.0 million and (B) 50% of the aggregate Revolving Commitments in effect at such time; and (y) Inventory Appraisals, which shall be at the Borrowers’ expense and shall be conducted, at the request of the Administrative Agent, not more than (i) once per year during the first year after the Closing Date; (ii) two (2) times, during any twelve month period thereafter, absent an Event of Default; and (iii) two (2) times during the twelve month period after that the date that the Borrowing Availability shall be less than the greater of (A) $150.0 million and (B) 50% of the aggregate Revolving Commitments in effect at such time; or (z) in the case of both Collateral field audits and Inventory Appraisals, following the occurrence and during the continuation of an Event of Default, more frequently at the Administrative Agent’s reasonable request.
Sample 1
Borrowing Base Verification; Inventory Appraisals. The Loan Parties shall cooperate fully with Administrative Agent and its agents during all Collateral field audits and Inventory Appraisals, which shall, in each case, be carried out at the request of the Administrative Agent not more than one (1) time during any period of twelve consecutive months, at the Borrower’s expense, and be conducted by appraisers and examiners reasonably satisfactory to the Administrative Agent; provided that notwithstanding the foregoing limitations (i)(A) the Administrative Agent may carry out, at the Borrower’s expense, not more than two (2) Collateral field audits and two (2) Inventory Appraisals during any period of twelve consecutive months at any time on or after the date on which Borrowing Availability has been less than $7,500,000 for five (5) consecutive Business Days and (B) at any time following the occurrence and during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrower’s expense, Collateral field audits and Inventory Appraisals as frequently as the Administrative Agent shall consider reasonably necessary.
Sample 1Sample 2
Borrowing Base Verification; Inventory Appraisals. Any of Administrative Agent’s officers, designated employees or agents shall have the right, at any reasonable time or times on reasonable prior notice to Borrower, in the name of Administrative Agent, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Loan Parties shall cooperate fully with Administrative Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with Administrative Agent and its agents during all (x) Collateral field audits, which shall be at Borrower’s expense and shall be conducted, at the request of Administrative Agent, not more than two (2) times during any twelve month period, absent an Event of Default and so long as Borrowing Availability is equal to at least $10,000,000, (y) Inventory Appraisals, which shall be at Borrower’s expense and shall be conducted, at the request of Administrative Agent, not more than two (2) times, during any twelve month period, absent an Event of Default and so long as Borrowing Availability is equal to at least $10,000,000, or (z) in the case of both Collateral field audits and Inventory Appraisals, following the occurrence and during the continuation of an Event of Default or any time when Borrowing Availability is less than $10,000,000, more frequently at Administrative Agent’s reasonable request.
Sample 1
Borrowing Base Verification; Inventory Appraisals. After reasonable prior notice to the Lead Borrower (unless and Event of Default then exists in which case no such prior notice shall be required), any of the Administrative Agent’s or any Co-Collateral Agent’s officers, employees or agents shall have the right, at any time or times, in the name of the Administrative Agent or the Co-Collateral Agents, as applicable, any designee of the Administrative Agent, the Co-Collateral Agents or the Lead Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Borrowers shall cooperate fully with the Administrative Agent and the Co-Collateral Agents in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Administrative Agent and the Co-Collateral Agents and their agents during all Collateral field audits and Inventory Appraisals taken in accordance with Section 5.07 hereof.
Sample 1
Borrowing Base Verification; Inventory Appraisals. After reasonable prior notice to the Lead Borrower (unless and Event of Default then exists in which case no such prior notice shall be required), any of the Administrative Agent’s and Collateral Agent’s officers, employees or agents shall have the right, at any time or times, in the name of the Administrative Agent or Collateral Agent, as applicable, any designee of the Administrative Agent, Collateral Agent or the Lead Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. The Borrowers shall cooperate fully with the Administrative Agent and Collateral Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Collateral Agent and its agents during all Collateral field audits and Inventory Appraisals which shall be at the expense of the Borrowers and shall be conducted twice with respect to both field audits and Inventory Appraisals during any fiscal year (1) unless Excess Availability is less than $25,000,000 at any time, in which event no more than three such audits and three Inventory Appraisals may occur, in the Collateral Agent’s reasonable discretion, during any fiscal year at the Borrowers’ expense, or (2) unless an Event of Default has occurred and is continuing, in which event additional audits and Inventory Appraisals may occur more frequently at Collateral Agent’s reasonable request and at the expense of the Borrowers.”
Sample 1
Borrowing Base Verification; Inventory Appraisals. Any of the Administrative Agent’s and each Co-Collateral Agent’s officers, designated employees or agents shall have the right, at any reasonable time or times during normal business hours on prior reasonable notice to Borrowers, in the name of the Administrative Agent or such Co-Collateral Agent, as applicable, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise. Borrowers shall cooperate fully with the Administrative Agent and the Co-Collateral Agents in an effort to facilitate and promptly conclude any such verification process. Any of the Administrative Agent’s and each Co-Collateral Agent’s officers, designated employees or agents shall have the right, at any reasonable time or times on prior notice to Borrowers, to conduct field audits of the financial affairs and Collateral of the Borrowers. The Borrowers shall cooperate fully with the Administrative Agent and the Co-Collateral Agents and their agents during all (x) Collateral field audits, which shall be at Borrowers’ expense and shall be conducted, at the request of the Administrative Agent or Co-Collateral Agents, not more than two (2) times during any twelve month period, absent a continuing Event of Default, (y) Inventory Appraisals, which shall be at Borrowers’ expense and shall be conducted, at the request of the Administrative Agent or Co-Collateral Agents, not more than two (2) times, during any twelve month period, absent a continuing Event of Default, or (z) in the case of both Collateral field audits and Inventory Appraisals, following the occurrence and during the continuation of an Event of Default, more frequently at the Administrative Agent’s or any Co-Collateral Agent’s reasonable request.
Sample 1
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Borrowing Base Verification; Inventory Appraisals. Any of the Administrative Agent’s and Collateral Agent’s officers, employees or agents shall have the right, at any time or times, in the name of the Administrative Agent or Collateral Agent, as applicable, any designee of the Administrative Agent, Collateral Agent or Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties. Borrower shall cooperate fully with the Administrative Agent and Collateral Agent in an effort to facilitate and promptly conclude any such verification process. The Loan Parties shall cooperate fully with the Collateral Agent and its agents during all Collateral field audits and Inventory Appraisals which shall be at the expense of Borrower and shall be conducted semi-annually or, following the occurrence and during the continuation of an Event of Default, more frequently at Collateral Agent’s reasonable request.
Sample 1

Related to Borrowing Base Verification; Inventory Appraisals

  • Annual Collateral Verification Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent a certificate of an Authorized Officer either (i) confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.1(o) or (ii) identifying such changes;

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Borrowing Base Assets (a) The Eligible Real Estate and Borrowing Base Loans included in the calculation of the Borrowing Base Availability shall at all times satisfy all of the following conditions:

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • Borrowing Base Reports Within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable (by invoice date) (the “Borrowing Base Reports”);

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Borrowing Base Report The Agent shall have received from the Borrower the initial Borrowing Base Report dated as of the Closing Date.

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