Inspection by the Bank Sample Clauses

Inspection by the Bank. The Company shall permit the Bank or its ---------------------- designees, at any reasonable time, and upon reasonable notice (or if a Default shall have occurred and is continuing, at any time and without prior notice), to (i) visit and inspect the properties of the Company and its Subsidiaries, (ii) examine and make copies of and take abstracts from the books and records of the Company and its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company and its Subsidiaries with their appropriate officers, employees and accountants. In handling such information the Bank shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any nonpublic information thereby received or received pursuant to subsections 5.1(a), (b), or (c) except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Bank in connection with their present or prospective business relations with the Company, (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 and (iv) as may be required in connection with the examination, audit or similar investigation of the Bank.
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Inspection by the Bank. The Company shall permit the Bank or its designees, at any reasonable time, and upon reasonable notice (or if a Default or Event of Default shall have occurred and is continuing, at any time and without prior notice), to (i) visit and inspect the properties of the Company and its Subsidiaries, (ii) examine and make copies of and take abstracts from the books and records of the Company and its Subsidiaries, (iii) discuss the affairs, finances and accounts of the Company and its Subsidiaries with their appropriate officers, employees and accountants, and (iv) to arrange for verification of Accounts Receivable, under reasonable procedures, directly with account debtors or by other methods; and shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances, and instruments as the Bank may reasonably require more completely to vest in and assure to the Bank its rights hereunder or in any Collateral and to carry into effect the provisions and intent of this Agreement. In handling such information the Bank shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to Section 5 except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Bank in connection with their present or prospective business relations with the Company and its Subsidiaries, (ii) to prospective transferees or purchasers of an interest in the Revolving Loans if they agree to be bound by the confidentiality obligations of this Section 5.5, (iii) as required by law, regulation, rule or order, subpoena, judicial order or similar order and (iv) as may be required in connection with the examination, audit or similar investigation of the Bank.
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Inspection by the Bank. Each Credit Party shall permit the Bank or its designees, at any reasonable time, and upon reasonable notice (or if a Default or Event of Default shall have occurred and is continuing, at any time and without prior notice), to (i) visit and inspect the properties of each Credit Party and its Subsidiaries, (ii) examine and make copies of and take abstracts from the books and records of each Credit Party and its Subsidiaries and (iii) discuss the affairs, finances and accounts of each Credit Party and its Subsidiaries with their appropriate officers, employees and accountants. In handling such information the Bank shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to Section 5 except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Bank in connection with their present or prospective business relations with any Credit Party and its Subsidiaries if such subsidiaries agree in advance to be bound by the same confidentiality provisions of the Bank as set forth in this Section 5.5, (ii) to prospective transferees or purchasers of an interest in the Revolving Loans if they agree in advance to be bound by the same confidentiality obligations of the Bank as set forth in this Section 5.5, (iii) as required by law, regulation, rule or order, subpoena, judicial order or similar order and (iv) as may be required in connection with the examination, audit or similar investigation of the Bank.
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Inspection by the Bank. Upon prior reasonable notice (other than in emergencies when no notice shall be required), permit any person designated by the Bank to inspect any of its properties, including its books, records, and accounts (and including the making of copies thereof and extracts therefrom).
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Inspection by the Bank. The Company shall permit the Bank or its designees, at any reasonable time and at reasonable intervals of time, and upon reasonable notice (or if a Default shall have occurred and is continuing, at any time and without prior notice), to (i) visit and inspect the properties of the Company and its Subsidiaries, (ii) examine and make copies of and take abstracts from the books and records of the Company and its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company and its Subsidiaries with their appropriate officers, employees and accountants.
Sample 1
Inspection by the Bank. The Borrower shall permit the Bank or its designees, at reasonable times and upon reasonable notice (or if an Event of Default shall have occurred and is continuing, at any time and without prior notice), to (i) visit and inspect the properties of the Borrower and its Subsidiaries, (ii) examine and make copies of and take abstracts from the financial records of the Borrower and its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Borrower and its Subsidiaries, as the same relate to Borrower's ability to repay the Term Loan, with their appropriate officers, employees and accountants. Notwithstanding the preceding, the Borrower and its Subsidiaries shall not be obligated to furnish to the Bank any information that is Confidential Information (as defined in Section 5.1(i)). In handling such Confidential Information that is disclosed and identified as such by Borrower or any Subsidiary, the Bank shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Bank in connection with their present or prospective business relations with the Borrower, subject to the same degree of care and confidentiality required of the Bank by this Section 5.5, (ii) to prospective permitted transferees or purchasers of an interest in the Term Loan, (iii) as required by law, regulation, rule or order, subpoena, judicial order or similar order and (iv) as may be required in connection with the examination, audit or similar investigation of the Bank (any person or entity receiving such information pursuant to the foregoing being referred to herein as a ("Permitted Transferee"). Moreover, the Bank hereby confirms that it is aware, and that any Permitted Transferees of such information shall be advised, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or tipping or advising others regarding trading in such securities. Accordingly, the Bank agrees that it shall not use, or knowingly cause or permit any Permitted Transferee or third party to use, any Confidential Information in contravention of such securities laws or any similar rules or regulations.
Sample 1
Inspection by the Bank. The Borrowers shall permit the Bank or its agents at any reasonable time to inspect during normal business hours their properties and to examine their books and records and make copies or extracts therefrom, and to discuss their affairs with their directors, officers, employees, agents and accountants; provided, however, that the Bank's right to inspect as set forth in this Section 7.10 shall exist at any time the Bank may deem appropriate after the occurrence and during the continuance of an Event of Default.
Sample 1
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Inspection by the Bank. Upon prior reasonable notice (other than upon and during the continuation of any Event of Default when no notice shall be required) and during normal business hours, permit any person designated by the BANK to inspect any of its properties, including its books, records, and accounts (and including the making of copies thereof and extracts therefrom) during normal business hours. BORROWER also agrees that the BANK may conduct regular field examination audits of the BORROWER's books, records, accounts, inventory, and other property up to two (2) times during each of BORROWER's fiscal years and that BORROWER shall pay the BANK all reasonable fees, costs, and expenses charged or incurred by BANK for such audits.
Sample 1
Inspection by the Bank. Each of BORROWER and GUARANTOR agrees that the BANK may, upon ten (10) days prior notice, conduct regular field examination audits of the BORROWER's and GUARANTOR’s books, records, accounts, inventory, and other property at each of BORROWER’s and GUARANTOR’s locations up to two (2) times during each fiscal year of BORROWER and that BORROWER shall pay the BANK all reasonable fees, costs, and expenses charged or incurred by BANK for such audits. BANK agrees to conduct such audits at such times as are reasonably convenient to the BORROWER and GUARANTOR, as the case may be. Each of BORROWER and GUARANTOR also agrees that upon prior reasonable notice (other than in emergencies when no notice shall be required) and during normal business hours, it shall permit any person designated by the BANK to inspect any of BORROWER's and GUARANTOR’s properties, including its books, records, and accounts (and including the making of copies thereof and extracts therefrom) all at BANK's cost and expense. BANK agrees that it shall only conduct such inspections of the BORROWER’s and GUARANTOR’s properties as the BANK reasonably deems necessary and appropriate to monitor the condition of the BORROWER, GUARANTOR, and the Collateral and in any event not so frequently as to be unnecessarily disruptive to the BORROWER’s or GUARANTOR’s business operations. After and during the continuance of an Event of Default, each of BORROWER and GUARANTOR also agrees that the BANK may conduct field examination audits of the BORROWER's and GUARANTOR’s books, records, accounts, inventory, and other property as often as the BANK deems necessary and appropriate in its sole discretion and that BORROWER shall pay the BANK all reasonable fees, costs, and expenses charged or incurred by BANK for such audits without limitation as to amount.
Sample 1

Related to Inspection by the Bank

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • 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.

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.

  • TERMINATION BY THE CONTRACTOR If the Work is stopped for a period of thirty days under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing any of the Work under a contract with the Contractor, or if the Work should be stopped for a period of thirty days by the Contractor because the Architect has not issued a Certificate for Payment as provided in Paragraph 9.7 of these General Conditions or because the State has not made payment thereon as provided in Paragraph 9.7, then the Contractor may, upon seven additional days written notice to the State and the Architect, terminate the Contract and recover from the State payment for all Work executed and for any proven loss sustained upon any materials, equipment, tools, construction equipment and machinery, including reasonable profit and damages.

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Termination by the University i) The university may terminate this agreement under the following circumstances:

  • Termination by the State The State or commissioner of Administration may cancel this Professional and Technical Services Master Contract and any Work Authorizations at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

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