Common use of Inspection and Audits Clause in Contracts

Inspection and Audits. During the 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 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 non-public information. The Company shall pay to such Buyer 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 Applicable Interest Rate (as defined in the Notes).

Inspection and Audits. During the Security Sub Note Period, (i) the Company shall, and shall cause each of the Subsidiaries to, permit Buyersthe holders of the Warrant and the Sub Notes, or any Persons designated by a Buyerthereby, 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 business or any transactions between the parties hereto, and shall have the right to make such verification concerning such Person’s business as such Buyer holder 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 Buyersuch holder, the Company shall promptly provide such Buyer holder with any financial, operating or other type of information requested by such Buyerholder, subject to such Buyerholder’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 holder directly in response to such written request, of the restriction herein on the Company’s disclosure to such Buyer holder of material non-public information. The Company shall pay to any such Buyer holder all costs and out-of-pocket expenses incurred by such Buyer holder in the exercise of its rights hereunder, and all of such fees, costs and expenses shall constitute Indebtedness under the Note of Sub Notes held by such Buyerholder, shall be payable on demand by the Company to such Buyer holder and, until paid, shall bear interest at the Applicable Interest Rate (as defined in the Sub Notes).

Inspection and Audits. During From the date of this Agreement until the first date following the Closing Date on which the Note is no longer outstanding and the Security PeriodAgreement has terminated, (i) the Company shall, and shall cause each of the its Subsidiaries to, permit BuyersBuyer, or any Persons designated by a Buyer, to call at such Person’s places of business at any reasonable times and upon prior written noticetimes, 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 its 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 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 such Buyer with any financial, operating or other type of information requested by such Buyer, 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 non-public information. The Company shall pay to such Buyer 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 Applicable Interest Rate (as defined in the Notes).