Common use of Furnishing of Information and Inspection of Receivables Clause in Contracts

Furnishing of Information and Inspection of Receivables. The Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Servicer will, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine the books and records relating to the Pool Receivables or other Pool Assets and (ii) visit the offices and properties of the Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s performance under the Transaction Documents to which it is a party with any of the officers of the Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)

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Furnishing of Information and Inspection of Receivables. The Servicer Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Servicer Seller will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets and Assets, (ii) visit the offices and properties of the Servicer Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the ServicerSeller’s performance under the Transaction Documents to which it is a party with any of the officers of the Servicer Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer Seller shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)

Furnishing of Information and Inspection of Receivables. The Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any such Purchaser Agent may reasonably request. The Servicer will, at the Servicer’s expense, during regular business hours upon reasonable with prior written noticenotice (i) so long as no Termination Event has occurred, not more than once during each fiscal quarter, permit the Administrator and/or or any Purchaser Agent Agent, or their respective agents or representatives representatives, (A) to (i) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and (iiB) to visit the offices and properties of the Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iii) to discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and (only provided that representatives of the Servicer are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period matters and (Bii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon reasonable prior written notice from the Administrator, permit certified public accountants or other auditors acceptable to the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsconduct, a review of its books and records with respect to the Pool Receivables; provided, that Servicer shall only be responsible for the expenses incurred in connection with one (1) review for any calendar year pursuant to this clause (ii), so long as no Termination Event has occurred.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc), Receivables Purchase Agreement (Fleetcor Technologies Inc)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the Related Rights as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Buyer, the Administrative Agent and each Lender or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Collateral, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the Servicersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, such Originator having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit audit/inspection pursuant to clause (i) above and one (1) review pursuant to clause (ii) above, in each case, in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De)

Furnishing of Information and Inspection of Receivables. The Servicer will furnish Furnish or cause to be furnished to the Administrator Transferee, the Agent and each Purchaser Agent Investor from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Transferee, the Agent or any Purchaser Agent Investor may reasonably request. The Servicer Such Originator will, at such Originator’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Transferee, the Agent and each Investor or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Related Rights, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the Servicersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, such Originator having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Transferee or Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to such Receivables and Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer such Originator shall be required to reimburse the Administrator Agent only up to $25,000 (when aggregated with amounts required to be reimbursed by any Audacy Party pursuant to Sections 7.01(g) and 7.02(f) of the Receivables Purchase Agreement and Section 5.1(d) of the Sale and Contribution Agreement) for only one the cost of such reviews pursuant to clause (1ii) such audit above in any twelve-month period (excluding any audits/inspections requested by Transferee), unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Audacy, Inc.), Purchase and Sale Agreement (Audacy, Inc.), Purchase and Sale Agreement (Audacy, Inc.)

Furnishing of Information and Inspection of Receivables. The Servicer will furnish Furnish or cause to be furnished to the Administrator Transferee, the Agent and each Purchaser Agent Investor from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Transferee, the Agent or any Purchaser Agent Investor may reasonably request. The Servicer Transferor will, at the Transferor’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Transferee, the Agent and each Investor or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Related Rights, (iiB) visit the offices and properties of the Servicer Transferor for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the ServicerTransferor’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, Transferor having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Transferor’s expense, upon prior written notice from the Transferee or Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to such Receivables and Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer Transferor shall be required to reimburse the Administrator Agent only up to $25,000 (when aggregated with amounts required to be reimbursed pursuant to Sections 7.01(g) and 7.02(f) of the Receivables Purchase Agreement and Section 5.1(d) of the Purchase and Sale Agreement) for only one the cost of such reviews pursuant to clause (1ii) such audit above in any twelve-month period (excluding any audits/inspections requested by Transferee), unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 3 contracts

Samples: Sale and Contribution Agreement (Audacy, Inc.), Sale and Contribution Agreement (Audacy, Inc.), Sale and Contribution Agreement (Audacy, Inc.)

Furnishing of Information and Inspection of Receivables. The Servicer Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the other Support Assets as the Administrator Agent or any Purchaser Agent Investor may reasonably request. The Servicer Seller will, at the Seller’s expense, during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or any Purchaser Agent and each Investor or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Support Assets, (iiB) visit the offices and properties of the Servicer Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Support Assets or the ServicerSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, Seller having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Seller’s expense, upon prior written notice from the Agent, permit certified public accountants or other auditors reasonably acceptable to the Agent to conduct a review of its books and records with respect to such Pool Receivables and other Support Assets; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer Seller shall be required to reimburse the Administrator Agent only up to $25,000 (when aggregated with amounts required to be reimbursed pursuant to Section 7.02(f) of this Agreement, Section 5.1(d) of the Sale and Contribution Agreement and Section 5.1(d) of the Purchase and Sale Agreement) for only one the cost of such reviews pursuant to clause (1ii) such audit above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)

Furnishing of Information and Inspection of Receivables. The Servicer will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Servicer will, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine the books and records relating to the Pool Receivables or other Pool Assets and Assets, (ii) visit the offices and properties of the Servicer for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s performance under the Transaction Documents to which it is a party with any of the officers of the Servicer and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer shall be required to reimburse the Administrator and Purchaser Agents, together, for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Company, the Administrative Agent and each Purchaser Agent Group Agent, from time to time time, such information with respect to the Pool Receivables as the Administrator Company, the Administrative Agent or any Purchaser Group Agent may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon reasonable prior written notice, (i) permit the Administrator Company, the Administrative Agent and/or any Purchaser Group Agent or their agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Collateral, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets Collateral or the Servicersuch Originator’s performance under hereunder or under the Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Servicer such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Receivables and other Collateral; provided, that unless a Termination an Event of Default has occurred and is continuing, (A) the Originators, the Borrower and the Servicer shall be required to reimburse the Administrator Company, the Administrative Agent and Group Agents, together, for only one (1) such combined audit of the Originators pursuant to this Section 6.1(f), of the Borrower pursuant to Section 8.01(g) of the Receivables Financing Agreement and of the Servicer pursuant to Section 8.02(e) of the Receivables Financing Agreement by the Company, the Administrative Agent and the Group Agents in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsperiod.

Appears in 2 contracts

Samples: Transfer and Contribution Agreement (First Data Corp), Transfer and Contribution Agreement (First Data Corp)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent (as assignee of the Buyer) and each Purchaser Agent (as assignee of the Buyer) from time to time such information with respect to the Pool Receivables as the Administrator Buyer, the Administrative Agent (as assignee of the Buyer) or any Purchaser Agent (as assignee of the Buyer) may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator Buyer, the Administrative Agent (as assignee of the Buyer) and/or any Purchaser Agent (as assignee of the Buyer) or their agents or representatives to (iA) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets and the Related Rights, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool ReceivablesReceivables sold by it hereunder, other Pool Assets the Related Rights or the Servicersuch Originator’s performance under the Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; providedmatters and (ii) without limiting the provisions of clause (i) above, that during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables and the Related Rights. Notwithstanding the foregoing, unless a Purchase and Sale Termination Event has occurred and is continuing, (A) the Servicer each Originator shall be required to reimburse the Administrator Administrative Agent and Purchasers, together, for only one (1) such audit inspection and visit as set forth in clause (i) in any twelve-month period and one (B1) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitssuch audit as set forth in clause (ii) in any twelve-month period.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Mallinckrodt PLC), Purchase and Sale Agreement (Mallinckrodt PLC)

Furnishing of Information and Inspection of Receivables. The Servicer Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any Purchaser Agent may reasonably request. The Servicer Seller will, at the Seller’s expense, during regular business hours upon reasonable prior written notice, permit the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets and Assets, (ii) visit the offices and properties of the Servicer Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the ServicerSeller’s performance under the Transaction Documents to which it is a party with any of the officers of the Servicer Seller and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer Seller shall be required to reimburse the Administrator and Purchaser Agents, together, for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Buyer, the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Buyer, the Administrator or any Purchaser Agent may reasonably request. The Servicer Each Originator will, during regular business hours upon reasonable prior written notice, permit the Buyer, the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine the books and records relating to the Pool Receivables or other Pool Assets and (ii) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Servicersuch Originator’s performance under the Transaction Documents to which it is a party with any of the officers of the Servicer such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer each Originator shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visits.

Appears in 1 contract

Samples: Purchase and Sale Agreement (LyondellBasell Industries N.V.)

Furnishing of Information and Inspection of Receivables. The Servicer Such Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the its Pool Receivables as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. The Servicer Such Originator will, at such Originator’s expense, during regular business hours upon reasonable three (3) days’ prior written notice, (i) permit the Administrator Buyer, the Administrative Agent and/or any Purchaser Agent Lender or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Collateral, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the its Pool Receivables, other Pool Assets Collateral or the Servicersuch Originator’s performance hereunder or under the Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Servicer such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior written notice from the Buyer or Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination an Event of Default has occurred and is continuing, (A) the Servicer Originators collectively shall be required to reimburse the Administrator Buyer, the Administrative Agent and the Lenders, together, for only two (2) reviews pursuant to clause (i) above and only one (1) such audit review pursuant to clause (ii) above, in each case, in any twelve-month period and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsperiod.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CONSOL Energy Inc.)

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Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables Receivables, the Related Rights and the other Sold Assets and Seller Collateral, as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon with reasonable prior written notice, notice (i) permit the Administrator and/or any Buyer, the Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Sold Assets and Seller Collateral, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Sold Assets and Seller Collateral or the Servicersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to the Pool Receivables and other Sold Assets and Seller Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer such Originator shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Harsco Corp)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Group Agent from time to time such information with respect to the Pool Receivables as the Administrator Buyer, the Administrative Agent or any Purchaser Group Agent may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon reasonable with at least three (3) Business Days’ prior written notice (or if an Event of Default has occurred and is continuing, prior written notice), (i) permit the Administrator Buyer, the Administrative Agent and/or any Purchaser Group Agent or their agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Collateral, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provisionprovision and no such restriction shall apply to any Contract or any record of payment by Obligors with respect to any Receivable) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets Collateral or the Servicersuch Originator’s performance under hereunder or under the Transaction Documents to which it is a party with any of the officers officers, directors or employees of the Servicer such Originator (provided that representatives of such Originator are present during such discussions) and (only during the continuance of a Termination Eventan Event of Default) its independent accountantsaccountants (provided that representatives of such Originator are present during such discussions), in each case, having knowledge of such matters; providedmatters and (ii) without limiting the provisions of clause (i) above, that unless a Termination during regular business hours, at the Originator’s expense, upon at least three (3) Business Days prior written notice (or if an Event of Default has occurred and is continuing, prior written notice) from the Buyer, the Administrative Agent or a Group Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables; provided, that the party taking or requesting any such action pursuant to clause (Ai) above shall coordinate such action with the Servicer other parties entitled to take such action; provided further, that the Originators shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (Bis continuing. So long as NuStar Energy or an Affiliate of NuStar Energy is the Servicer, this Section 6.1(e) shall be read together with Sections 8.01(g) and 8.02(e) of the Administrator Receivables Financing Agreement, such that the Administrative Agent and each Group Agent shall be entitled to information pursuant to such provisions and examination, inspection and other rights described in such sections with respect to the Pool Receivables and the Purchaser Agents hereby agree other Collateral, on a collective basis, from Buyer, Servicer or Originators, and if such information is delivered or rights satisfied by any of Buyer, Servicer or Originators, the provisions with respect to coordinate their due diligence visitsall such parties shall be deemed satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (NuStar Energy L.P.)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent from time to time such information with respect to the Pool Receivables and the Related Rights as the Administrator Buyer, the Administrative Agent or any Purchaser Agent may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon reasonable with prior written notice, (i) permit the Administrator and/or any Buyer, the Administrative Agent and each Purchaser Agent or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and the Related Rights, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, other Pool Assets the Related Rights or the Servicersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and the Related Rights; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit review pursuant to clause (ii) above in any twelve-month period period, unless (x) an Event of Termination has occurred and is continuing or (By) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsfirst such review had one or more material adverse findings.

Appears in 1 contract

Samples: Receivables Sale Agreement (Nabors Industries LTD)

Furnishing of Information and Inspection of Receivables. The Servicer Originator will furnish or cause to be furnished to the Administrator Buyer and Administrative Agent, the LC Bank and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrator Buyer, Administrative Agent, the LC Bank or any Purchaser Agent Lender may reasonably request. The Servicer Originator will, at its expense, during regular business hours upon with reasonable prior written notice, notice (i) permit the Administrator and/or any Purchaser Agent Buyer, Administrative Agent, the LC Bank and each Lender or their respective agents or representatives to (iA) examine the books and make copies of and abstracts from all records relating to the Pool Receivables or other Pool Assets and Collateral, (iiB) visit the offices and properties of the Servicer Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the ServicerOriginator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and Originator (only provided that representatives of the Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Originator’s expense, upon reasonable prior written notice from the Administrative Agent, permit certified public accountants or other auditors reasonably acceptable to the Administrative Agent to conduct a review of its records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer Originator shall be required to reimburse the Administrator Administrative Agent for only one (1) such audit combined review of the Buyer, Originator and Sub-Originators pursuant to clause (ii) above or under the Receivables Financing Agreement in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Covia Holdings Corp)

Furnishing of Information and Inspection of Receivables. The Servicer Seller will furnish or cause to be furnished to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or any such Purchaser Agent may reasonably request; provided, that the preceding shall not obligate the Seller to deliver Information Packages more frequently than as set forth in clause(a)(ii) above. The Servicer Seller will, at the Seller’s expense, at any time and from time to time during regular business hours upon reasonable with prior written notice, notice (i) permit the Administrator and/or or any Purchaser Agent Agent, or their respective agents or representatives (so long as such Persons agree to agrees to comply with Seller’s reasonable security measures and visitation guidelines), (iA) to examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and (iiB) to visit the offices and properties of the Servicer Seller for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iii) to discuss matters relating to the Pool Receivables, other Pool Assets or the ServicerSeller’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and Seller (only provided that representatives of the Seller are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer shall be required to reimburse the Administrator for only one (1) such audit in any twelve-month period matters and (Bii) without limiting the provisions of clause (i) above, from time to time during regular business hours, at the Seller’s expense, upon reasonable prior written notice from the Administrator and the Purchaser Agents hereby Agents, permit certified public accountants or other auditors acceptable to the Administrator (so long as such Persons agree to coordinate their due diligence visits.agrees to comply with Seller’s reasonable security measures and visitation guidelines) to conduct a review of its books and

Appears in 1 contract

Samples: Omnibus Amendment to Purchase and Sale Agreement, Receivables Purchase Agreement, and Performance Guaranty (Cooper Tire & Rubber Co)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Buyer, the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Buyer, the Administrator or any Purchaser Agent may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon reasonable prior written notice, permit the Buyer, the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets and Assets, (ii) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Servicersuch Originator’s performance under the Transaction Documents to which it is a party with any of the officers of the Servicer such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer each Originator shall be required to reimburse the Buyer, the Administrator and Purchaser Agents, together,for only one (1) such audit in any twelve-month period and (B) the Buyer, the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Celanese Corp)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Administrator Buyer, the Administrative Agent and each Purchaser Agent Lender from time to time such information with respect to the Pool Receivables as the Administrator Buyer, the Administrative Agent or any Purchaser Agent Lender may reasonably request. The Servicer Each Originator will, at such Originator’s expense, during regular business hours upon with reasonable prior written notice, (i) permit the Administrator and/or any Purchaser Buyer, the Administrative Agent and each Lender or their respective agents or representatives to (iA) examine the and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and Collateral, (iiB) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures)records, and (iiiC) discuss matters relating to the Pool Receivables, the other Pool Assets Collateral or the Servicersuch Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers officers, directors, employees or independent public accountants of the Servicer and such Originator (only provided that representatives of such Originator are present during the continuance of a Termination Eventsuch discussions) its independent accountants, in each case, having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon reasonable prior written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer such Originator shall be required to reimburse the Administrator Buyer and the Administrative Agent for only one (1) such audit combined review of the Originators pursuant to clause (ii) above in any twelve-month period period, unless an Event of Default has occurred and (B) the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsis continuing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Syneos Health, Inc.)

Furnishing of Information and Inspection of Receivables. The Servicer Each Originator will furnish or cause to be furnished to the Buyer, the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Buyer, the Administrator or any Purchaser Agent may reasonably request. The Servicer Each Originator will, at such Originator's expense, during regular business hours upon reasonable prior written notice, permit the Buyer, the Administrator and/or any Purchaser Agent or their agents or representatives to (i) examine and make copies of and abstracts from the books and records relating to the Pool Receivables or other Pool Assets and Assets, (ii) visit the offices and properties of the Servicer such Originator for the purpose of examining such books and records (subject to applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract (so long as any such contractual restrictions are not created in contemplation of preventing the inspection rights under this provision) or by law, regulation or governmental guidelines and in accordance with applicable safety procedures), and (iii) discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s such Originator's performance under the Transaction Documents to which it is a party with any of the officers of the Servicer such Originator and (only during the continuance of a Termination Event) its independent accountants, in each case, having knowledge of such matters; provided, that unless a Termination Event has occurred and is continuing, (A) the Servicer each Originator shall be required to reimburse the Buyer, the Administrator and Purchaser Agents, together,for only one (1) such audit in any twelve-month period and (B) the Buyer, the Administrator and the Purchaser Agents hereby agree to coordinate their due diligence visitsaudits.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Celanese Corp)

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