Inspection; Keeping of Books and Records. USI and the Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the Lenders (after notice to and coordination with, the Agent), by their respective representatives and agents, to inspect any of the Property, books and financial records of USI, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of USI, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of USI, the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense. USI and the Borrower shall keep and maintain, and cause each of the Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI and the Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representatives.
Appears in 3 contracts
Samples: Five Year Revolving Credit Agreement, Five Year Revolving Credit Agreement (United Stationers Inc), Five Year Revolving Credit Agreement (United Stationers Inc)
Inspection; Keeping of Books and Records. USI and the The Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Administrative Agent and the Lenders (after notice to and coordination with, the Agent)Lenders, by their respective representatives and agents, to inspect any of the Property, including, without limitation, the Collateral, books and financial records of USI, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of USI, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of USI, the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals (and, so long as no Default has occurred and is continuing, upon the provision of reasonable notice to the Borrower) as the Administrative Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense. USI and the Borrower shall keep and maintain, and cause each of the its Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with GAAP Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI and the Borrower, upon the Administrative Agent’s 's request, shall turn over copies of any such records to the Administrative Agent or its representatives. Notwithstanding the foregoing, so long as no Default has occurred and is continuing, the Borrower shall not be obligated to reimburse any costs in connection with its obligations under this Section 6.9, other than fees and expenses not in excess of $20,000 payable to the Administrative Agent in connection with not more than one inspection per calendar year.
Appears in 2 contracts
Samples: Credit Agreement (Headwaters Inc), Credit Agreement (Headwaters Inc)
Inspection; Keeping of Books and Records. USI and the The Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the Lenders (after notice to and coordination with, the Agent), by their its respective representatives and agents, to inspect any of the Property, books and financial records of USI, the Borrower and each SubsidiarySubsidiary (including all insurance policies), including, without limitation, at least one field exam per calendar year, to examine and make copies of the books of accounts and other financial records of USI, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of USI, the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers officers, at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expenseor such Subsidiary’s normal business hours not more than one (1) time per fiscal year, provided that, to the extent a Default then exists, as often as reasonably requested. USI and the The Borrower shall keep and maintain, and cause each of the its Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with GAAP Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI and the Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representativesrepresentatives as the Agent shall reasonably request. The Agent agrees that it shall conduct any such inspection or examination in reasonable accordance with the Borrower’s and its Subsidiaries’ safety policies and procedures and shall not materially interfere with or impair the Borrower’s or its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/)
Inspection; Keeping of Books and Records. USI The Parent and the Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ ' prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the Lenders (after notice to and coordination with, the Agent), by their respective representatives and agents, to inspect any of the Property, books and financial records of USIthe Parent, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of USIthe Parent, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of USIthe Parent, the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s 's expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s 's expense; all other such inspections shall be at the Borrower’s 's expense. USI The Parent and the Borrower shall keep and maintain, and cause each of the Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with GAAP Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI the Parent and the Borrower, upon the Agent’s 's request, shall turn over copies of any such records to the Agent or its representatives.
Appears in 1 contract
Samples: Revolving Credit Agreement (United Stationers Supply Co)
Inspection; Keeping of Books and Records. USI The Parent and the Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the Lenders (after notice to and coordination with, the Agent), by their respective representatives and agents, to inspect any of the Property, books and financial records of USIthe Parent, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of USIthe Parent, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of USIthe Parent, the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and (ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense. USI The Parent and the Borrower shall keep and maintain, and cause each of the Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with GAAP Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI the Parent and the Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representatives.
Appears in 1 contract
Samples: Five Year Revolving Credit Agreement (United Stationers Inc)