Examination and Verification Clause Samples

Examination and Verification. The Purchaser shall have the right during the period from the date hereof to the date of closing to verify or cause to be verified the representations and warranties set out herein below, and to examine all the technical documents, records, reports and files of the Vendor so as to satisfy the Purchaser of the technical and financial viability of such invention. Any such examination shall not prejudice the Purchaser's right with respect to any of the Purchaser's rights with respect to any claims for breach of any such representations and warranties.

Examination and Verification. The Agent shall have completed to its satisfaction an updated examination and verification of the Accounts, Inventory, Equipment, other assets, books and records of the Borrower.

Examination and Verification. Opening Availability - The Lender shall have completed, to its satisfaction, an examination and verification of the Trade Accounts Receivable, Inventory, financial statements, and books and records of each Borrower, which examination shall indicate that, after giving effect to all Revolving Loans, advances and extensions of credit to be made at closing, the Borrowers shall have an opening combined Availability of at least $7,000,000, as evidenced by a Borrowing Base Certificate delivered by the Borrowers to the Lender as of the Closing Date. It is understood that such requirement contemplates that all debts and obligations are current, other than the past due installment of interest described in the term Indenture Event, and that all payables are being handled in the normal course of each Borrower's business and consistent with the practice in such Borrower's industry.

Examination and Verification. The Agent and each of the Lenders shall have completed, to their respective satisfaction, an examination and verification of (i) the inventory control and reporting systems of Spruce Falls, (ii) the Accounts, Inventory and Collateral of Spruce Falls, and (iii) the financial statements and books and records of Spruce Falls, which examination shall indicate that, after giving effect to all Revolving Loans and other Accommodations that have been made under the Original Financing Agreement and are to be made on the Closing Date hereunder, the Borrowers shall have an opening Availability of at least $25,000,000 as evidenced by Borrowing Base Certificates delivered by the Borrowers to the Agent as of the Closing Date. It is understood that for the purposes of determining Availability, all debts and obligations are current and all payables have and are being paid in the normal course of each Borrower’s business and consistent with its past practice.

Examination and Verification. The Agent and each of the Lenders shall have completed, to their respective satisfaction, an examination and verification of (i) the inventory control systems of the Credit Parties, (ii) the Accounts, Inventory and Collateral generally, and (iii) the financial statements and books and records of each of the Credit Parties, which examination shall indicate that, after giving effect to all Revolving Loans and other Accommodations to be made on the Closing Date, the Borrower shall have an opening Availability of at least $25,000,000 as evidenced by a Borrowing Base Certificate delivered by the Borrower to the Agent as of the Closing Date. It is understood that for the purposes of determining Availability, all debts and obligations are current and all payables have and are being paid in the normal course of each of the Credit Parties' business and consistent with its past practice.

Examination and Verification. 47 6.21. Officer's Certificate...............................47 6.22.

Examination and Verification. Administrative Agent shall have completed and be satisfied with an updated examination and verification of the books and records of the Combined Group, and such examination shall indicate that no material adverse change has occurred in the financial condition, business, profits, operations or assets of the Obligors since December 31, 2021, and the Combined Group shall have provided Administrative Agent and its representatives access to diligence and meetings with the management team and industry participants as requested by Administrative Agent, the results of which are satisfactory to Administrative Agent and Lenders.