Inspection by the Agent Sample Clauses

Inspection by the Agent. Each of the Borrowers shall permit the Banks, through the Agent or the Agent's designee, at any reasonable time and from time to time, to (a) visit and inspect the properties (including the Real Properties) of such Borrower and/or conduct a field examination, audit (other than environmental audit) or other on-site examination of the Borrower's operations, books, records and property, provided that prior to the occurrence of an Event of Default, the number of audits of the Borrowers' books and records that the Agent or its designee may conduct in each fiscal year at the Borrowers' sole cost and expense shall be limited to 4 (it being understood that there shall be no limit on the number of audits that may be conducted by the Agent or its designee at the expense of the Agent or the Banks, or at the Borrowers' sole expense after the occurrence of and during the continuation of an Event of Default); (b) after the occurrence and during the continuation of a Default or an Event of Default, conduct one or more environmental audits of the Real Properties or of any real property hereafter acquired or leased by either of the Borrowers, and of the Borrowers' operations, books and records; (c) appraise the value of any of the Collateral, provided that prior to the occurrence of an Event of Default, the Agent or its designee may conduct in each fiscal year only one appraisal at the sole expense of the Borrowers (it being understood that there shall be no limit on the number of appraisals that may be conducted at the expense of the Agent or the Banks, or by the Agent or its designee at the Borrowers' sole expense after the occurrence and during the continuation of an Event of Default); (d) examine and make copies of and take abstracts from the books and records of any of the Borrowers, and (e) discuss the affairs, finances and accounts of any of the Borrowers with its appropriate officers, employees and accountants. In handling such information the Agent and the Banks shall exercise the same degree of care that each exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received, except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Agent or any Bank in connection with their present or prospective business relations with the Borrower, (ii) to prospective transferees or purchasers of an interest in the Revolving Loans, (iii) as required...
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Inspection by the Agent. The Borrowers will permit the Agent or its designees, at any reasonable time during normal business hours and from time to time, to visit and inspect the properties of the Borrowers and their Subsidiaries, if any, to examine and make copies of and take abstracts from the books and records of the Borrowers and any Subsidiaries and to discuss the affairs, finances and accounts of the Borrowers and any Subsidiaries with appropriate officers. Without in any way limiting the foregoing, the Borrowers understand that the Agent intends to conduct field audits of the Borrowers at least three (3) times per year. The Borrowers shall also permit the Agent to arrange for verification of Accounts Receivable, under reasonable procedures, directly with account debtors or by other methods.
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Inspection by the Agent. Each member of the Borrower Affiliated Group shall permit the Banks, through the Agent or the Agent's designee, at any reasonable time and from time to time, to (i) visit and inspect the properties (including the Real Properties) of each member of the Borrower Affiliated Group, (ii) conduct commercial finance examinations of each member of the Borrower Affiliated Group, (iii) examine and make copies of and take abstracts from the books and records of each member of the Borrower Affiliated Group, and (iv) discuss the affairs, finances and accounts of each member of the Borrower Affiliated Group with its appropriate officers, employees and accountants. In handling such information the Agent and the Banks shall exercise the same degree of care that each exercises with respect to its own proprietary information of the same types so as to maintain the confidentiality of any non-public information thereby received, except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Agent or any Bank in connection with their present or prospective business relations with any member of the Borrower Affiliated Group, (ii) to prospective transferees or purchasers of an interest in the Loans, (iii) as required by law, regulation, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of the Agent or any Bank and (v) to legal counsel to the Agent and the Banks in connection with their representation of the Agent and the Banks under the Security Documents and the transactions contemplated thereby.
Sample 1
Inspection by the Agent. The Agent shall have the right, but not the obligation, to enter the premises on which the Collateral is located for the purpose of inspecting the Collateral at any reasonable times and intervals.
Sample 1
Inspection by the Agent. The Borrowers will permit the Agent or its designees, to visit and inspect the properties of the Borrowers and their Subsidiaries, to examine and make copies of and take abstracts from the books and records of the Borrowers and any Subsidiaries, at Borrowers' expense, and to discuss the affairs, finances, assets, eligible collateral and accounts of the Borrowers and any Subsidiaries with appropriate officers, all as determined by Agent in its sole discretion. The Borrowers shall also permit the Agent to arrange for verification of Accounts Receivable, under reasonable procedures, directly with account debtors or by other methods." 2.9. Section 5.26 of the Credit Agreement is deleted in its entirety and amended to read as follows:
Sample 1
Inspection by the Agent. Each Borrower will permit representatives of the Agent, at the request of any Bank to inspect the property and books and records of such Borrower and to make extracts therefrom and to discuss the affairs of each Borrower with its officers, directors, employees and accountants at all reasonable times during normal business hours and, except after the occurrence of an Event of Default, upon reasonable prior notice from the Agent. After the occurrence and during the continuance of an Event of Default, the Borrowers agree to reimburse the Agent for all reasonable out-of-pocket costs and expenses incurred in connection with any such inspection.
Sample 1

Related to Inspection by the Agent

  • Resignation by the Agent (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.

  • Reliance by the Agent The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

  • Reliance by the Agents Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notes.

  • Indemnification by the Agent The Agent agrees to indemnify and hold harmless the Company and its directors and officers, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.

  • Action by Agent The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

  • Mitigation by the Lenders 15.1 Mitigation Each Finance Party shall, in consultation with the Borrowers take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Security Party under the Finance Documents.

  • Action by the Trustees (a) The Trustees shall act by majority vote at a meeting duly called at which a quorum is present, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment by means of which all persons participating in the meeting can communicate with each other; or by written consent of a majority of Trustees (or such greater number as may be required by applicable law) without a meeting. A majority of the Trustees shall constitute a quorum at any meeting. Meetings of the Trustees may be called orally or in writing by the President or by any one of the Trustees. Notice of the time, date and place of all Trustees' meetings shall be given to each Trustee as set forth in the By-laws; provided, however, that no notice is required if the Trustees provide for regular or stated meetings. Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who signs a waiver of notice either before or after the meeting. The Trustees by majority vote may delegate to any Trustee or Trustees or committee authority to approve particular matters or take particular actions on behalf of the Trust. Any written consent or waiver may be provided and delivered to the Trust by facsimile or other similar electronic mechanism. (b) A Trustee who with respect to the Trust is not an Interested Person shall be deemed to be independent and disinterested when making any determinations or taking any action as a Trustee, whether pursuant to the 1940 Act, the Delaware Act or otherwise.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

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