Inspection; Field Audits Clause Samples
The 'Inspection; Field Audits' clause grants one party the right to examine and review the operations, records, or facilities of the other party to ensure compliance with the terms of the agreement. This typically involves on-site visits, review of relevant documents, and verification of processes or inventory, often with advance notice and during normal business hours. The core function of this clause is to provide transparency and accountability, allowing the inspecting party to detect and address any discrepancies or breaches, thereby reducing the risk of non-compliance or fraud.
Inspection; Field Audits. Each Loan Party shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent and each Lender, and each of their duly authorized representatives and agents to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books of accounts and other financial records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Loan Parties hereby authorize such accountants to discuss with the Administrative Agent and such Lenders the finances and affairs of the Loan Parties and their Subsidiaries) at such reasonable times and intervals as the Administrative Agent or any such Lender may designate and, so long as no Default exists, with reasonable prior notice to the Borrower. The Borrower shall pay to the Administrative Agent charges for field audits of the Collateral, inspections and visits to Property, inspections of corporate books and financial records, examinations and copies of books of accounts and financial record and other activities permitted in this Section performed by the Administrative Agent or its agents or third party firms, in such amounts as the Administrative Agent may from time to time request (the Administrative Agent acknowledging and agreeing that any internal charges for such audits and inspections shall be computed in the same manner as it at the time customarily uses for the assessment of charges for similar collateral audits); provided, however, that in the absence of any Default, the Borrower shall not be required to pay the Administrative Agent for more than one (1) such audit per Fiscal Year.
Inspection; Field Audits. At any reasonable time and from time to time, each Borrower will permit, and will cause Guarantor and each Subsidiary to permit, representatives of Agent:
(a) to examine and make copies of the books and records of, and visit and inspect the properties or assets of any Borrower, Guarantor and any Subsidiary and to discuss the business, operations, and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; and
(b) to conduct Field Audits; provided, however, that Agent intends to conduct at least four Field Audit during each fiscal year of Borrowers and the cost of four Field Audits during each fiscal year of Borrowers shall be paid by Borrowers.
Inspection; Field Audits. The Borrower shall permit, and shall cause each Subsidiary to permit, the Administrative Agent, or any Person designated by the Administrative Agent, to call at the Borrower’s places of business at any reasonable times and upon reasonable prior notice, and, without unreasonable hindrance or delay, to inspect the Borrower’s and each Subsidiary’s property, equipment or other tangible assets and to inspect, audit, check and make extracts from the Borrower’s and each Subsidiary’s books, records, journals, orders, receipts and any correspondence and other data relating to the Borrower’s and each Subsidiary’s businesses, the Borrower’s and each Subsidiary’s assets or any transactions between the parties hereto, and shall have the right to make such verification concerning the Borrower’s and each Subsidiary’s businesses as the Administrative Agent determines (collectively, a “Field Audit”). The Borrower authorizes the Administrative Agent to discuss the affairs, finances and business of the Borrower and each Subsidiary with any officers, employees or directors of the Borrower, and to discuss the financial condition of the Borrower with the Borrower’s independent public accountants. Any such discussions shall be without liability to any Lender or the Administrative Agent. The Borrower shall pay to the Administrative Agent all customary fees and all costs and out-of-pocket expenses incurred by the Lenders and the Administrative Agent in the exercise of their rights hereunder, and all of such fees, costs and expenses shall constitute obligations hereunder, shall be payable on demand and, until paid, shall bear interest at the highest rate then applicable to any Loan, provided, however, that so long as no Default or Unmatured Default exists, the Borrower shall not be required to reimburse the Administrative Agent or Lenders for more than two Field Audits in any calendar year, and not more than $15,000 per Field Audit; and provided, further, that so long as no Default or Unmatured Default exists, the Administrative Agent shall not conduct more than two Field Audits in any calendar year unless the Administrative Agent in good faith reasonably believes that there has been an adverse change in circumstances involving the Borrower, its business and/or its operations.
Inspection; Field Audits. Each Loan Party shall, and shall cause each Subsidiary of a Guarantor to, permit the Administrative Agent and each Lender, and each of their duly authorized representatives and agents to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books of accounts and other financial records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Loan Parties hereby authorize such accountants to discuss with the Administrative Agent and such Lenders the finances and affairs of the Loan Parties and their Subsidiaries) at such reasonable times and intervals as the Administrative Agent or any such Lender may designate and, so long as no Event of Default exists, with no less than five (5) Business Days’ prior written notice to the Borrower.
Inspection; Field Audits. At any reasonable time and from time to time, Borrower will permit, and will cause Guarantor and each Subsidiary to permit, representatives of the Lender:
(a) To examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower, Guarantor and any Subsidiary and to discuss the business, operations, and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; and
(b) At the expense of Borrower, to conduct Field Audits once during each fiscal year of Borrower.
Inspection; Field Audits. At any reasonable time and from time to time, Borrower will permit, and will cause each Subsidiary to permit, representatives of Lender:
(a) To examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower and any Subsidiary and to discuss the business, operations and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; and
(b) To conduct Field Audits one (1) time during each fiscal year of Borrower, unless an Event of Default or an Unmatured Event of Default exists (in which case Lender may conduct additional Field Audits at its discretion), and the cost of (i) the annual Field Audit and (ii) all Field Audits conducted during the existence of an Event of Default or Unmatured Event of Default shall be paid by Borrower, each in an amount not to exceed $4,000.00 per Field Audit.
Inspection; Field Audits. At any reasonable time and from time to time, Borrower will permit, and will cause Guarantor and each Subsidiary to permit, representatives of Lender:
(a) To examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower, Guarantors and any Subsidiary and to discuss the business, operations and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; and
(b) To conduct Field Audits; provided, however, that (i) Lender intends to conduct at least one Field Audit during each fiscal year of Borrower, and (ii) the cost of one Field Audit during each fiscal year shall be paid by Borrower.
Inspection; Field Audits. At any reasonable time and from time to time, Borrower will permit, and will cause each Subsidiary to permit, representatives of the Lender Representative:
(a) To examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower and any Subsidiary and to discuss the business, operations and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; and
(b) To conduct Field Audits; provided, however, that the cost of all Field Audits shall be paid by Borrower.
Inspection; Field Audits. (a) At any reasonable time and from time to time and upon reasonable prior notice from Lender, each Borrower will permit, and will cause each Guarantor and each Subsidiary to permit, representatives of Lender:
(a) to examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrowers, Guarantors and any Subsidiary and to discuss the business, operations, and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants, and
(b) to conduct Field Audits; provided that (i) Lender intends to conduct (A) a Field Audit prior to December 31, 2004, and (B) a Field Audit during each calendar year commencing with the calendar year beginning January 1, 2005, and (ii) Borrowers shall pay the cost of each Field Audit up to an amount equal to $3,500.00 per Field Audit.
Inspection; Field Audits. At any reasonable time and from time to time, Borrower will permit, and will cause each Subsidiary to permit, representatives of Bank:
(a) To examine and make copies of the books and records of, and visit and inspect the properties or assets of Borrower and any Subsidiary and to discuss the business, operations and financial condition of any such Persons with their respective officers and employees and with their independent certified public accountants; and (