Common use of Inspection and Audits Clause in Contracts

Inspection and Audits. During the Reporting Period and subject to each Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic information: (i) The Company shall, and shall cause each of the Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Company’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company.

Inspection and Audits. During From the Reporting Period and subject to each Buyer’s execution date of a confidentiality agreement reasonably acceptable to this Agreement until the Company with respect to first date following the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, Closing Date on which execution shall constitute a waiver, with respect to any material non-public information regarding the Company no Notes are outstanding and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic informationSecurity Agreement has been terminated: (i) The Company shall, and shall cause each of the its Subsidiaries and Foreign Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the Company’s and each of its Subsidiaries’ and Foreign Subsidiaries places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, and, without hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information reasonably requested by such Buyer, subject to a mutually agreeable confidentiality agreement, which request shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries and Foreign Subsidiaries provided to such Buyer directly in response to such written request, of the extent that it is reasonably available or can be developed without significant effort or expense to restriction herein on the Company’s disclosure to such Buyer of material nonpublic information.

Inspection and Audits. During From the Reporting Period and subject to each Buyer’s execution date of a confidentiality agreement reasonably acceptable to this Agreement until the Company with respect to first date following the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, Initial Closing Date on which execution shall constitute a waiver, with respect to any material non-public information regarding the Company no Notes are outstanding and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic informationSecurity Agreement has been terminated: (i) The Company shall, and shall cause each of the its Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the Company’s and each of its Subsidiaries’ places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, and, without hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information reasonably requested by such Buyer, subject to a mutually agreeable confidentiality agreement, which request shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such written request, of the extent that it is reasonably available or can be developed without significant effort or expense to restriction herein on the Company’s disclosure to such Buyer of material nonpublic information.

Inspection and Audits. During the Reporting Period Security Period, (i) the Company shall, and shall cause each of the Subsidiaries to, permit Buyers, or any Persons designated by a Buyer, to call at such Person’s places of business at any reasonable times and upon prior written notice, and, without unreasonable hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from such Person’s books, records, journals, orders, receipts and any correspondence and other data relating to such Person’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Person’s business as such Buyer may consider reasonable under the circumstances; and (ii) each Buyer, through their officers, employees or agents shall have the right, at any time and from time to time, in such Buyer’s name, to verify the validity, amount or any other matter relating to any of the Company’s and the Subsidiaries’ Accounts (as defined in the Security Agreement), by mail, telephone, telecopy, electronic mail or otherwise. Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer with any financial, operating or other type of information requested by such Buyer, subject to each such Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) heretosuch information, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunderwritten request, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic non-public information: (i) . The Company shall, and shall cause each of the Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, pay to call at the places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Company’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested all costs and out-of-pocket expenses incurred by such Buyer in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Indebtedness under the Note of such Buyer, shall be payable on demand by the Company to such Buyer and, until paid, shall bear interest at the extent that it is reasonably available or can be developed without significant effort or expense to Applicable Interest Rate (as defined in the CompanyNotes).

Inspection and Audits. During the Reporting Period Sub Note Period, the Company shall, and shall cause each of the Subsidiaries to, permit the holders of the Warrant and the Sub Notes, or any Persons designated thereby, to call at such Person’s places of business at any reasonable times and upon prior written notice, and, without unreasonable hindrance or delay, to inspect, audit, check and make extracts from such Person’s books, records, journals, orders, receipts and any correspondence and other data relating to such Person’s business or any transactions between the parties hereto, and shall have the right to make such verification concerning such Person’s business as such holder may consider reasonable under the circumstances. Notwithstanding anything to the contrary herein, upon written request to the Company by any such holder, the Company shall promptly provide such holder with any financial, operating or other type of information requested by such holder, subject to each Buyersuch holder’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) heretosuch information, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer holder directly in response to such Buyer’s request hereunderwritten request, of the restriction herein on the Company’s disclosure to such Buyer holder of material nonpublic non-public information: (i) . The Company shallshall pay to any such holder all costs and out-of-pocket expenses incurred by such holder in the exercise of its rights hereunder, and all of such fees, costs and expenses shall cause each of constitute Indebtedness under the Subsidiaries toSub Notes held by such holder, permit each Buyer (and each Buyer’s designees)shall be payable on demand by the Company to such holder and, at such Buyer’s own expenseuntil paid, to call shall bear interest at the places of business of Applicable Interest Rate (as defined in the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Company’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the CompanySub Notes).

Inspection and Audits. During From the Reporting Period date of this Agreement until the first date following the Closing Date on which the Note is no longer outstanding and the Security Agreement has terminated, (i) the Company shall, and shall cause each of its Subsidiaries to, permit Buyer, or any Persons designated by Buyer, to call at such Person’s places of business at any reasonable times, and, without hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from such Person’s books, records, journals, orders, receipts and any correspondence and other data relating to such Person’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning such Person’s business as Buyer may consider reasonable under the circumstances; and (ii) Buyer, through its officers, employees or agents shall have the right, at any time and from time to time, in Buyer’s name, to verify the validity, amount or any other matter relating to any of the Company’s and its Subsidiaries’ Accounts (as defined in the Security Agreement), by mail, telephone, telecopy, electronic mail or otherwise. Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide Buyer with any financial, operating or other type of information requested by Buyer, subject to each Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) heretosuch information, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunderwritten request, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic non-public information: (i) The Company shall, and shall cause each of the Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Company’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company.

Inspection and Audits. During the Reporting Period and subject to each Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i4(n)(i) and 5(m)(ii4(n)(ii) hereto, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic information: (i) The Company shall, and shall cause each of the its Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the Company’s and each of its Subsidiaries’ places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Pledged Collateral and the Account Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Pledged Collateral or the Account Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Pledged Collateral or the Account Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company.

Inspection and Audits. During From the Reporting Period and subject to each Buyer’s execution date of a confidentiality agreement reasonably acceptable to this Agreement until the Company with respect to first date following the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, Final Closing Date on which execution shall constitute a waiver, with respect to any material non-public information regarding the Company Notes are no longer outstanding and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic informationSecurity Agreement has terminated: (i) The Upon prior written notice, the Company shall, and shall cause each of the its Subsidiaries to, permit each Buyer the Collateral Agent (and each Buyerthe Collateral Agent’s designees), at such Buyerthe Collateral Agent’s own expense, to call at the Company’s and each of its Subsidiaries’ places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance noticewithout hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer the Collateral Agent (and each Buyerthe Collateral Agent’s designees) shall have the right to make such verification concerning the Collateral as such Buyer the Collateral Agent may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company, subject to such Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to such information, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such written request, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic information.

Inspection and Audits. During From the Reporting Period and subject to each Buyer’s execution date of a confidentiality agreement reasonably acceptable to this Agreement until the Company with respect to first date following the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, Closing Date on which execution shall constitute a waiver, with respect to any material non-public information regarding the Company Notes are no longer outstanding and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic informationSecurity Agreement has terminated: (i) The Upon prior written notice, the Company shall, and shall cause each of the its Subsidiaries to, permit each Buyer the Collateral Agent (and each Buyerthe Collateral Agent’s designees), at such Buyerthe Collateral Agent’s own expense, to call at the Company’s and each of its Subsidiaries’ places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance noticewithout hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer the Collateral Agent (and each Buyerthe Collateral Agent’s designees) shall have the right to make such verification concerning the Collateral as such Buyer the Collateral Agent may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company, subject to such Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to such information, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such written request, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic information.

Inspection and Audits. During the Reporting Period and subject to each Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic information: (i) The Company shall, and shall cause each of the Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Pledged Collateral (as defined in the Bridge Pledge Agreement) or the Collateral subject to the Bridge Account Control Agreements as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company.

Inspection and Audits. During From the Reporting Period and subject to each Buyer’s execution date of a confidentiality agreement reasonably acceptable to this Agreement until the Company with respect to first date following the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, Closing Date on which execution shall constitute a waiver, with respect to any material non-public information regarding the Company Notes are no longer outstanding and the Subsidiaries provided to such Buyer directly in response to such Buyer’s request hereunder, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic informationSecurity Agreement has been terminated: (i) The Company shall, and shall cause each of the its Subsidiaries to, permit each Buyer (and each Buyer’s designees), at such Buyer’s own expense, to call at the Company’s and each of its Subsidiaries’ places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance noticewithout hindrance or delay, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Companysuch Person’s books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s designees) shall have the right to make such verification concerning the Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company, subject to such Buyer’s execution of a confidentiality agreement reasonably acceptable to the Company with respect to such information, which execution shall constitute a waiver, with respect to any material non-public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such written request, of the restriction herein on the Company’s disclosure to such Buyer of material nonpublic information.

Inspection and Audits. During the Reporting Period and subject to each Buyer’s 's execution of a confidentiality agreement reasonably acceptable to the Company with respect to the information provided pursuant to Sections 5(m)(i) and 5(m)(ii) hereto, which execution shall constitute a waiver, with respect to any material non-non- public information regarding the Company and the Subsidiaries provided to such Buyer directly in response to such Buyer’s 's request hereunder, of the restriction herein on the Company’s 's disclosure to such Buyer of material nonpublic information: (i) The Company shall, and shall cause each of the Subsidiaries to, permit each Buyer (and each Buyer’s 's designees), at such Buyer’s 's own expense, to call at the places of business of the Company and of each of the Subsidiaries at any reasonable times, and, upon reasonable advance notice, to inspect, examine and audit the Collateral and to inspect, audit, check and make extracts from the Company’s such Person's books, records, journals, orders, receipts and any correspondence and other data relating to the Collateral or any transactions between the parties hereto, and each Buyer (and each Buyer’s 's designees) shall have the right to make such verification concerning the Pledged Collateral or the Account Collateral as such Buyer may consider reasonable under the circumstances; and (ii) Notwithstanding anything to the contrary herein, upon written request to the Company by any Buyer, the Company shall promptly provide such Buyer (or its designee) with any financial, operating or other type of information requested by such Buyer to the extent that it is reasonably available or can be developed without significant effort or expense to the Company.