Inspection of Properties and Books. So long as any Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectively, the "Inspectors") shall have the right upon reasonable notice to the Company and during business hours, at the Purchasers' expense, to visit and inspect any of the properties of the Company and of its subsidiaries, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchasers) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sangstat Medical Corp), Securities Purchase Agreement (Sangstat Medical Corp)
Inspection of Properties and Books. So long as any Purchaser shall hold any SharesThe Borrower and the Guarantors will, such Purchasers and its representatives will cause their respective Subsidiaries to, permit the Agent and agents (collectively, the "Inspectors") shall have the right upon reasonable notice to the Company and during business hoursLenders, at the Purchasers' expenseBorrower’s expense and upon reasonable prior notice, to visit and inspect any of the properties of the Company Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants and with the understanding that any visit to or inspection of its subsidiariesany Real Estate that is not a Subject Property shall be undertaken for purposes of evaluating such Real Estate as it pertains to the Parent’s or the Borrower’s direct or indirect equity interest therein), to examine the books of account and records of the Company Borrower, each Guarantor and of its subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, any Guarantor and of its subsidiaries their respective Subsidiaries with, and to be advised as to the same by, its and their respective officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchasers) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this Agent or any other agreement. The Company Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to disclose pay for such visits and inspections more often than once in any confidential information twelve (12) month period. In the event that the Agent or a Lender shall visit and inspect a property of a Subsidiary of Borrower which is not a Guarantor or an Unencumbered Property Subsidiary, such visit and inspection shall be made with a representative of Borrower (and Borrower agrees to any Inspector until use reasonable efforts to make such representative available). The Lenders shall use good faith efforts to coordinate such visits and unless such Inspector shall have entered into confidentiality agreements (in form inspections so as to minimize the interference with and substance satisfactory disruption to the Company) with normal business operations of the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order forBorrower, the information deemed confidentialGuarantors, their respective Subsidiaries and any tenants.
Appears in 2 contracts
Samples: Credit Agreement (Gladstone Commercial Corp), Credit Agreement (Gladstone Commercial Corp)
Inspection of Properties and Books. So long as any Purchaser shall hold any SharesThe Purchaser, such Purchasers until all of the Obligations have been indefeasibly paid in full and its representatives no Notes are outstanding and agents (collectivelythe Termination Date has occurred, the "Inspectors") shall have the right upon reasonable notice to the Company and during business hours, at the Purchasers' expense, to visit and inspect any of the properties Properties of the Company and of its subsidiariesCredit Parties, to examine the their books of account and records of the Company and of its subsidiariesrecords, to make or be provided with copies and extracts therefromtherefrom at their expense, and to discuss the their affairs, finances and accounts of the Company and of its subsidiaries with, and to be advised as to the same by, its their officers and employees and their officers, employees and independent public accountants (whose fees and expenses shall be paid by the Parent, and by this provision the Company Parent authorizes such accountants the Accountants to discuss such its affairs, finances and accountsaccounts and those of its Subsidiaries, and agrees to make such Accountants available to the Purchaser for such discussions, whether or not a representative any of the Company such officers or employees is present) all at , it being understood that nothing contained in this Section 8 is intended to confer any right to exclude any such officers or employees from such discussions), during the Parent's normal business hours with reasonable times frequency and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to upon the Purchasersoccurrence and during the continuance of an Event of Default) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt reasonable prior notice to the Parent. The Parent and the Company agree jointly and allow severally to pay all reasonable out-of-pocket expenses incurred by the CompanyPurchaser in connection with the Purchaser's exercise of their rights under this Section 8 at any time when a Default or Event of Default shall have occurred and be continuing. The Purchaser, through their representatives, shall be entitled to meet with the senior management of the Parent at least once during each fiscal quarter of the Parent to discuss the Parent's, and its expenseSubsidiaries' financial statements, to undertake appropriate action to prevent disclosure ofbusiness, or to obtain a protective order forassets, the information deemed confidentialoperations and prospects.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Easyriders Inc), Note and Warrant Purchase Agreement (Easyriders Inc)
Inspection of Properties and Books. So long as any Purchasers (or any of their respective affiliates) beneficially own any of the Securities, each such Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectively, the "“Inspectors"”) shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' such Purchaser’s expense, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiariesSubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchaserssuch Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ai) the parties mutually determine on a reasonable basis that the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company)Agreement, (bii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (ciii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Matritech Inc/De/), Securities Purchase Agreement (Matritech Inc/De/)
Inspection of Properties and Books. So long as any Purchaser shall hold any SharesEach Borrower will, such Purchasers and its representatives and agents (collectivelywill cause each Guarantor to, permit the "Inspectors") shall have the right upon reasonable notice to the Company and during business hours, at the Purchasers' expense, Bank to visit and inspect any of the properties of the Company and any Borrower, any Guarantor or any of its subsidiariestheir respective Subsidiaries, to examine the books of account and records of the Company Borrowers, the Guarantors and of its subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrowers, the Guarantors and of its subsidiaries their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals as the Bank may reasonably request; provided that the Borrowers shall only be responsible for the costs and expenses incurred by the Bank in connection with such inspections after the occurrence and during the continuance of an Event of Default. The Bank agrees to keep any non-public information delivered or made available by the Borrowers to it confidential from anyone other than persons employed or retained by the Bank (including, without limitation, employees, officers, attorneys and other advisors) who, in the reasonable determination of the Bank, reasonably need to know such information and who are or are expected to become engaged in evaluating, approving, structuring or administering the Term Loans or rendering legal advice in connection with the Term Loans; provided such employees, officers, attorneys and other advisors agree to keep such information confidential in accordance with this Section 6.10; and provided further that nothing herein shall prevent the Bank or persons employed or retained by the Bank from disclosing such information (i) to any other person if reasonably incidental to the administration of the Term Loans, (ii) upon the order of any court or administrative agency, (iii) upon the request or demand of any regulatory agency or authority, (iv) which has been publicly disclosed other than as a result of a disclosure by the Bank which is not permitted by this Term Loan Agreement, (v) in connection with any litigation to which the Bank, or their respective Affiliates may be a party, (vi) to the extent reasonably required in connection with the exercise of any remedy hereunder, (vii) to the Bank, legal counsel and independent auditors, and (viii) as otherwise required by law. Notwithstanding anything herein to the contrary, the Bank may disclose to any and all Persons, without limitation of any kind, any information with respect to "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation §1.6011.4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Bank relating to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence tax treatment and shall not make any disclosure (except to the Purchasers) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialtax structure.
Appears in 2 contracts
Samples: Term Loan Agreement (Sovran Self Storage Inc), Term Loan Agreement (Sovran Acquisition LTD Partnership)
Inspection of Properties and Books. So long as the Purchaser (or any of its affiliates) beneficially owns any of the Securities, each the Purchaser shall hold any Shares, such Purchasers who then holds Securities and its representatives and agents (collectively, the "“Inspectors"”) shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' Purchaser’s expense, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiariesSubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the PurchasersPurchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ai) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (in which case the Company shall immediately promptly (but in no event more than two trading days after receiving notification from the Inspector) a final determination of which shall be based upon an opinion of outside counsel to Form 8-K with the CompanySEC disclosing such information), (bii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (ciii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.
Appears in 1 contract
Samples: Securities Purchase Agreement (Remote Dynamics Inc)
Inspection of Properties and Books. So From the date hereof until the Closing, and thereafter, for so long as any of the Preferred Stock or Redemption Preferred Stock remains outstanding, each Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectively, the "“Inspectors"”) shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' such Purchaser’s expense, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiariesSubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchaserssuch Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ai) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company)Agreement, (bii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (ciii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. In each case above, the Company shall be deemed to have satisfied its obligations under this Section 4(l) so long as it employs commercially reasonable efforts to allow each Purchaser to exercise its rights set forth in this Section 4(l).
Appears in 1 contract
Samples: Securities Purchase Agreement (Fibernet Telecom Group Inc\)
Inspection of Properties and Books. So Each of the Borrower and ---------------------------------- Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, so long as you or such Qualified Holder owns any Purchaser shall hold any SharesNotes, such Purchasers and its representatives and agents (collectively, the "Inspectors") shall have the right upon after giving reasonable notice to Holdings and the Company Borrower, visit at your or its own expense the offices and during business hoursProperties of Holdings, at the Purchasers' expense, to visit and inspect Borrower or any of the properties their Subsidiaries, and may examine and make copies of the Company relevant books and of its subsidiariesrecords, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company such companies with their officers and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company Borrower and each Subsidiary hereby authorizes such said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and intervals be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use such information only for your own purposes, shall keep it confidential and shall not disclose it to any third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holder's or Purchaser Affiliate's directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such reasonable extent as Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, or (d) to protect such Qualified Holder's investment in the Purchasers may desireNotes; provided, however, that each Inspector shall hold in confidence and shall not make that, (1) prior --------- ------- to any disclosure (except to the Purchasers) of any such information which the Company determines to any Person described in good faith to be confidential, and of which determination the Inspectors are so notified, unless clause (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Companyiii), (biv) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (cv) above, such Person agrees to keep any non-public information has been made generally available so delivered to the public other than by disclosure in violation of this it confidential or any other agreement. The Company shall not be (2) if you (or such Qualified Holder) is required to disclose any confidential such information to in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall provide the Borrower and Holdings with prompt prior notice of such requirement. Any bona fide transferee of any Inspector until and unless such Inspector shall have entered into confidentiality agreements Note (or any participant in form and substance satisfactory to the Company) with the Company with respect thereto, substantially your interest in the form Notes), by its acceptance thereof, shall be bound by the provisions of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice 9 to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialsame extent as you are bound.
Appears in 1 contract
Inspection of Properties and Books. So long as The Borrower will, ---------------------------------- and will cause the Guarantor to, permit the Agent or any Purchaser shall hold any Shares, such Purchasers and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the "Inspectors") shall have the right upon reasonable which notice to the Company and during business hours, at the Purchasers' expensemay be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, the Guarantor or any of its subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, the Guarantor and of its subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, the Guarantor and of its subsidiaries their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, -------- the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that each Inspector nothing herein shall hold in confidence and shall not make -------- prevent the Agent or any disclosure Bank from disclosing such information (except i) to any other Bank, (ii) to any other person if reasonably incidental to the Purchasersadministration of the Loans, (iii) upon the order of any such information court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Company determines Agent, any Bank, or their respective Affiliates may be a party, (vii) to the extent reasonably required in good faith connection with the exercise of any remedy hereunder, (viii) to be confidentialthe Agent's or such Bank's Affiliates, legal counsel and independent auditors, and (ix) to any actual or proposed participant or Eligible Assignee of which determination all or part of its rights hereunder. (S)8.11. Compliance with Laws, Contracts, Licenses, and Permits. ------------------------------------------------------ The Borrower will, and will cause the Inspectors are so notifiedGuarantor to, unless comply with, and will cause each of their respective Subsidiaries to comply with (a) the disclosure of such information all applicable laws and regulations now or hereafter in effect wherever its business is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company)conducted, including, without limitation, all Environmental Laws and all applicable federal and state securities laws, (b) the release provisions of such information is ordered pursuant to a subpoena its partnership agreement or corporate charter and other order from a court or government body of competent jurisdictioncharter documents and by-laws, or as applicable, (c) such information has been made generally available all material agreements and instruments to the public other than which it is a party or by disclosure in violation of this which it or any other agreement. The Company shall not of its properties may be required to disclose any confidential information to any Inspector until bound (including the Real Estate Assets and the Leases) and (d) all applicable decrees, orders, and judgments, unless such Inspector non- compliance does not relate to BPLP or the Guarantor and constitutes a Non- Material Breach. If at any time while any Loan or Revolving Credit Note or Letter of Credit is outstanding or the Banks have any obligation to make Loans or issue Letters of Credit hereunder, any Permit shall have entered into confidentiality agreements (become necessary or required in form order that the Borrower may fulfill any of its obligations hereunder, the Borrower and substance satisfactory the Guarantor and their respective Subsidiaries will immediately take or cause to be taken all reasonable steps within the Company) with power of the Company with respect theretoBorrower or the Guarantor, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expenseas applicable, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such Permit and furnish the information deemed confidentialAgent with evidence thereof.
Appears in 1 contract
Inspection of Properties and Books. So long as any Purchaser Seller shall hold any Sharespermit authorized representatives of Buyer to (i) discuss the business, such Purchasers operations, assets and its representatives financial condition of Seller with their officers and agents employees and to examine their books of account, records, reports and other papers and make copies or extracts thereof, (collectivelyii) inspect all of Seller’s property and all related information and reports, and (iii) audit Seller’s operations to ensure compliance with the "Inspectors") shall have the right upon reasonable notice to the Company and during business hours, at the Purchasers' expense, to visit and inspect any terms of the properties Transaction Documents and applicable Requirements of the Company Law, all at Seller’s expense and of its subsidiaries, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times as Buyer may request. Seller will provide its accountants with a photocopy of this Agreement promptly after the execution hereof and intervals will instruct its accountants to answer candidly any and all questions that the officers of Buyer or any authorized representatives of Buyer may address to them in reference to the financial condition or affairs of Seller. Buyer will notify Seller before contacting its accountants and Seller may have its representatives in attendance at any meetings between the officers or other representatives of Buyer and Seller’s accountants held in accordance with this authorization. Buyer agrees that it will take reasonable steps to prevent disclosure to third parties of any proprietary information obtained from any such inspections and discussions or from any financial statements or reports furnished by Seller to Buyer pursuant to this Agreement and to use commercially reasonable efforts to maintain the confidential nature of such reasonable extent as the Purchasers may desirematerial; provided, however, provided that each Inspector shall hold in confidence and this restriction shall not make any disclosure apply to information that (except to i) at the Purchaserstime in question has already entered the public domain, (ii) of any such information which the Company determines in good faith is required to be confidentialdisclosed by any Requirement of Law (including pursuant to any examination, inspection or investigation by any Governmental Authority having regulatory jurisdiction over Buyer), (iii) is furnished by Buyer to purchasers or prospective purchasers of participations or interests in the Obligations or Purchased Mortgage Loan so long as such purchasers and of which determination the Inspectors are so notifiedprospective purchasers have agreed to be subject to restrictions substantially identical to those contained in this sentence, unless or (aiv) the disclosure of such information is which Buyer reasonably deems necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at protect its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialinterests herein.
Appears in 1 contract
Samples: Master Repurchase Agreement (Walker & Dunlop, Inc.)
Inspection of Properties and Books. So long as the Purchaser (or any of its affiliates) beneficially owns any of the Securities, each the Purchaser shall hold any Shares, such Purchasers who then holds Securities and its representatives and agents (collectively, the "InspectorsINSPECTORS") shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' Purchaser's expense, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiariesSubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the PurchasersPurchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ai) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (in which case the Company shall immediately promptly (but in no event more than two trading days after receiving notification from the Inspector) a final determination of which shall be based upon an opinion of outside counsel to Form 8-K with the CompanySEC disclosing such information), (bii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (ciii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.
Appears in 1 contract
Samples: Securities Purchase Agreement (Remote Dynamics Inc)
Inspection of Properties and Books. So long as any at least three thousand seven hundred and fifty (3,750) shares of Series C Preferred Stock are outstanding and held by the Purchasers (together with their affiliates), each such Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectively, the "InspectorsINSPECTORS") shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' such Purchaser's expense, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiariesSubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchaserssuch Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ai) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company)Agreement, (bii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (ciii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Notwithstanding any of the foregoing, nothing in this Agreement (including, without limitation, this Section 4(m)) shall limit or otherwise affect any Investor's rights to inspect the books of account and records of the Company and of its Subsidiaries pursuant to applicable law, including, without limitation, Section 220 of the Delaware General Corporation Law.
Appears in 1 contract
Samples: Securities Purchase Agreement (SLS International Inc)
Inspection of Properties and Books. So Each of the Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, so long as you or such Qualified Holder owns any Purchaser shall hold any SharesNotes, such Purchasers and its representatives and agents (collectively, the "Inspectors") shall have the right upon after giving reasonable notice to Holdings and the Company Borrower, visit at your or its own expense the offices and during business hoursProperties of Holdings, at the Purchasers' expense, to visit and inspect Borrower or any of the properties their Subsidiaries, and may examine and make copies of the Company relevant books and of its subsidiariesrecords, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company such companies with their officers and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company Borrower and each Subsidiary hereby authorizes such said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and intervals be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use such information only for your own purposes, shall keep it confidential and shall not disclose it to any third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holder’s or Purchaser Affiliate’s directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such reasonable extent as Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, or (d) to protect such Qualified Holder’s investment in the Purchasers may desireNotes; provided, however, that each Inspector shall hold in confidence and shall not make that, (1) prior to any disclosure (except to the Purchasers) of any such information which the Company determines to any Person described in good faith to be confidential, and of which determination the Inspectors are so notified, unless clause (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Companyiii), (biv) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (cv) above, such Person agrees to keep any non-public information has been made generally available so delivered to the public other than by disclosure in violation of this it confidential or any other agreement. The Company shall not be (2) if you (or such Qualified Holder) is required to disclose any confidential such information to in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall provide the Borrower and Holdings with prompt prior notice of such requirement. Any bona fide transferee of any Inspector until and unless such Inspector shall have entered into confidentiality agreements Note (or any participant in form and substance satisfactory to the Company) with the Company with respect thereto, substantially your interest in the form Notes), by its acceptance thereof, shall be bound by the provisions of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice 9 to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialsame extent as you are bound.
Appears in 1 contract
Inspection of Properties and Books. So long as any the Purchaser shall ---------------------------------- hold any SharesSecurities, such Purchasers the Purchaser and its representatives and agents (collectively, the "Inspectors") shall have the right upon right, during reasonable notice to the Company and during local business hours, at the Purchasers' Purchaser's expense, to visit and inspect any of the properties of the Company and of its subsidiaries, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the PurchasersPurchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (cb) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j4(p). Each The Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. The Purchaser acknowledges that under certain circumstances the Exchange Act may prohibit the trading of securities by persons having material non-public information about the Company.
Appears in 1 contract
Inspection of Properties and Books. So long as The Borrower will, and will ---------------------------------- cause each Guarantor to, permit the Agent or any Purchaser shall hold any Shares, such Purchasers and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the "Inspectors") shall have the right upon reasonable which notice to the Company and during business hours, at the Purchasers' expensemay be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, any Guarantor or any of its subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, such Guarantor and of its subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, such Guarantor and of its subsidiaries their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, -------- the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that each Inspector nothing herein -------- shall hold in confidence and shall not make prevent the Agent or any disclosure Bank from disclosing such information (except i) to any other Bank, (ii) to any other person if reasonably incidental to the Purchasersadministration of the Loans, (iii) upon the order of any such information court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Company determines Agent, any Bank, or their respective Affiliates may be a party, (vii) to the extent reasonably required in good faith connection with the exercise of any remedy hereunder, (viii) to be confidentialthe Agent's or such Bank's Affiliates, legal counsel and independent auditors, and of which determination the Inspectors are so notified, unless (aix) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form actual or proposed participant or Eligible Assignee of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure all or part of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialrights hereunder.
Appears in 1 contract
Inspection of Properties and Books. So long as Upon the request of any Purchaser shall hold holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or any Shares, such Purchasers and its representatives and agents (collectivelyseries of Series E Preferred Stock, the "Inspectors") shall have Company will furnish such information regarding the right upon reasonable notice to business, affairs, prospects and financial condition of the Company and during business hoursits Subsidiaries as such holder may reasonably request. Each of the Company and its Subsidiaries shall permit any holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or any series of Series E Preferred Stock or any of its designated representatives, at the Purchasers' expensetheir respective cost, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals as such holder may reasonably request. At least three days prior to any interview of an officer of such holder, the chief executive officer of the Company shall be notified of such interview and shall be invited to attend such reasonable extent interview. Prior to making any such inspection or conducting any such interviews, such holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or such series of Series E Preferred Stock, as the Purchasers case may desire; providedbe, however, that each Inspector and its representatives who are making the inspection or conducting the interviews shall hold in confidence execute confidentiality and shall not make any non-disclosure (except agreements reasonably acceptable to the Purchasers) Company and its counsel and such holder and its counsel. Each Purchaser listed on Schedule 7.5 shall be entitled to have one representative attend meetings of any the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such information representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines in good faith provides to be confidential, and members of which determination its Board of Directors concurrently with the Inspectors are so notified, unless (a) the disclosure delivery of such information is necessary to avoid or correct a misstatement or omission the members of its Board of Directors. Participation by such observers in any Registration Statement filed pursuant to meeting of the Registration Rights Agreement (a final determination Board of which Directors shall be based upon an opinion at the reasonable discretion of outside counsel the Chairman of the Board. Any such observer may be excluded from all or any portion of any meeting in which the Board of Directors is (i) considering matters with respect to the Company)which such observer or any Affiliate of such observer has a conflict of interest, (bii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or other order from a court or government body the confidentiality of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreementsignificant matter and (iii) when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of the Purchasers listed on Schedule 7.5 that has not be designated or nominated, and does not have a contractual right to designate or nominate, a member of the Board of Directors. Each such holder of Series D Preferred Stock, Series D Warrants, Series E Warrants or a series of Series E Preferred Stock that is required to disclose any confidential information be a “venture capital operating company” as defined in the regulations promulgated under ERISA shall be entitled to any Inspector until consult with and unless such Inspector shall have entered into confidentiality agreements (in form advise management of the Company on significant business issues, including proposed annual operating plans, and substance satisfactory to meet with management on a regular basis to review the Company) with the Company with respect thereto, substantially ’s progress in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of meeting such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialoperating plans.
Appears in 1 contract
Inspection of Properties and Books. So long as Upon the request of any Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectivelyholder of Series A Preferred Stock, the "Inspectors") shall have Company will furnish such information regarding the right upon reasonable notice to business, affairs, prospects and financial condition of the Company and during business hoursits Subsidiaries as such holder may reasonably request. Each of the Company and its Subsidiaries shall permit any holder of Series A Preferred Stock or any of its designated representatives, at the Purchasers' expensetheir respective cost, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; providedreasonably request. At least three days prior to any interview of an officer of such Person, however, that each Inspector the chief executive officer of the Company shall hold in confidence be notified of such interview and shall not make be invited to attend such interview. Prior to making any such inspection or conducting any such interviews, such holder of Series A Preferred Stock and its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure (except agreements reasonably acceptable to the Purchasers) Company and its counsel and such holder and its counsel. Each Purchaser shall be entitled to have one representative attend meetings of any the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such information representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines in good faith provides to be confidential, and members of which determination its Board of Directors concurrently with the Inspectors are so notified, unless (a) the disclosure delivery of such information is necessary to avoid or correct a misstatement or omission the members of its Board of Directors. Participation by observers in any Registration Statement filed pursuant to meeting of the Registration Rights Agreement (a final determination Board of which Directors shall be based upon an opinion at the reasonable discretion of outside counsel the Chairman of the Board. Any observer may be excluded from all or any portion of any meeting in which the Board of Directors is (i) considering matters with respect to the Company)which such observer or any Affiliate of such observer has a conflict of interest, (bii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or other order from a court or government body the confidentiality of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreementsignificant matter and (iii) when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of any Purchaser that does not be required have the right to disclose any confidential information designate a member of the Board of Directors pursuant to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to Section 4.1(a)(i) of the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialStockholders' Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gabriel Communications Inc /De/)
Inspection of Properties and Books. So Each of the Borrower and Holdings agrees that you or any Qualified Holder who agrees to abide by the confidentiality requirement set forth below in this Section may, so long as you or such Qualified Holder owns any Purchaser shall hold any SharesNotes, such Purchasers and its representatives and agents (collectively, the "Inspectors") shall have the right upon after giving reasonable notice to Holdings and the Company Borrower, visit at your or its own expense the offices and during business hoursProperties of Holdings, at the Purchasers' expense, to visit and inspect Borrower or any of the properties their Subsidiaries, and may examine and make copies of the Company relevant books and of its subsidiariesrecords, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company such companies with their officers and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company Borrower and each Subsidiary hereby authorizes such said accountants to discuss with you or such Qualified Holder its affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times during normal business hours as often as you or it may reasonably desire. At any time when a Default or an Event of Default shall have occurred and intervals be continuing, the Borrower shall be required to pay or reimburse you or any such Qualified Holder for expenses which you or such Qualified Holder may reasonably incur in connection with any such visitation or inspection. You and any other Qualified Holder shall use such information only for your own purposes, shall keep it confidential and shall not disclose it to any third person (other than a Purchaser Affiliate or an affiliate of a Qualified Holder or accountants engaged by you or such Qualified Holder), except for disclosures to: (i) such Qualified Holders or Purchaser Affiliates directors, trustees, partners, officers, employees, agents and professional consultants, (ii) any other Noteholder, (iii) any Person to which such Qualified Holder offers to sell such Note or any part thereof, (iv) any Person to which such Qualified Holder sells or offers to sell a participation in all or any part of such Note, (v) any Person from which such Qualified Holder offers to purchase any security of the Borrower, (vi) any federal, state or Canadian provincial regulatory authority having jurisdiction over such Qualified Holder, (vii) the National Association of Insurance Commissioners or any similar organization, (viii) any nationally recognized financial rating service that is rating or reviewing the rating of the Notes or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such reasonable extent as Qualified Holder, (b) in response to any subpoena or other legal process or informal investigative demand, (c) in connection with any litigation to which such Qualified Holder is a party, or (d) to protect such Qualified Holders investment in the Purchasers may desireNotes; provided, however, that each Inspector shall hold in confidence and shall not make that, (1) prior to any disclosure (except to the Purchasers) of any such information which the Company determines to any Person described in good faith to be confidential, and of which determination the Inspectors are so notified, unless clause (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Companyiii), (biv) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (cv) above, such Person agrees to keep any non-public information has been made generally available so delivered to the public other than by disclosure in violation of this it confidential or any other agreement. The Company shall not be (2) if you (or such Qualified Holder) are required to disclose any confidential such information to in connection with judicial or governmental proceedings, you (or such Qualified Holder) shall provide the Borrower and Holdings with prompt prior notice of such requirement. Any bona fide transferee of any Inspector until and unless such Inspector shall have entered into confidentiality agreements Note (or any participant in form and substance satisfactory to the Company) with the Company with respect thereto, substantially your interest in the form Notes), by its acceptance thereof, shall be bound by the provisions of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice 9 to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialsame extent as you are bound.
Appears in 1 contract
Samples: Intercreditor Agreement (Ihop Corp)
Inspection of Properties and Books. So long as The Borrower will, and will cause each Guarantor to, permit the Agent or any Purchaser shall hold any Shares, such Purchasers and its of the Banks' other designated representatives and agents upon no less than 24 hours notice (collectively, the "Inspectors") shall have the right upon reasonable which notice to the Company and during business hours, at the Purchasers' expensemay be given orally or in writing), to visit and inspect any of the properties of the Company and Borrower, any Guarantor or any of its subsidiaries, their respective Subsidiaries to examine the books of account and records of the Company Borrower, such Guarantor and of its subsidiaries, their respective Subsidiaries (and to make or be provided with copies thereof and extracts therefrom, ) and to discuss the affairs, finances and accounts of the Company Borrower, such Guarantor and of its subsidiaries their respective Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, the Borrower shall only be responsible for the costs and expenses incurred by the Agent in connection with such inspections. The Agent and each Bank agrees to keep any non-public information delivered or made available by the Borrower to it confidential from anyone other than persons employed or retained by the Agent or such Bank who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that each Inspector nothing herein shall hold in confidence and shall not make prevent the Agent or any disclosure Bank from disclosing such information (except i) to any other Bank, (ii) to any other person if reasonably incidental to the Purchasersadministration of the Loans, (iii) upon the order of any such information court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority, (v) which has been publicly disclosed other than as a result of a disclosure by the Agent or any Bank which is not permitted by this Agreement, (vi) in connection with any litigation to which the Company determines Agent, any Bank, or their respective Affiliates may be a party, (vii) to the extent reasonably required in good faith connection with the exercise of any remedy hereunder, (viii) to be confidentialthe Agent's or such Bank's Affiliates, legal counsel and independent auditors, and of which determination the Inspectors are so notified, unless (aix) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form actual or proposed participant or Eligible Assignee of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure all or part of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialrights hereunder.
Appears in 1 contract
Inspection of Properties and Books. So Except as limited by applicable law, you, at all times between the execution of this Agreement and the Closing Date, and thereafter, so long as any Purchaser you shall be obligated to purchase or shall hold any SharesSecurities, such Purchasers and its representatives and agents (collectivelyeach other Eligible Holder of any of the Securities, the "Inspectors") shall have the right upon reasonable notice to the Company and during business hours, at the Purchasers' expense, to visit and inspect any of the properties Properties of the Company Borrower and each of its subsidiariesSubsidiaries, to examine the their books of account and records of the Company and of its subsidiariesrecords, to make or be provided with copies and extracts therefrom, therefrom at their expense to discuss the their affairs, finances and accounts of the Company and of its subsidiaries with, and to be advised as to the same by, its and their officersofficers and employees, employees and its and their independent public accountants (whose fees and expenses shall be paid by the Borrower or such Subsidiary and by this provision each of the Company Borrower and its Subsidiaries authorizes such its accountants to discuss such its affairs, finances and accounts, whether or not a representative any of the Company its representatives is present) , it being understood that nothing contained in this Section 8 is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals and to as you or such reasonable extent Eligible Holder may desire. So long as the Purchasers Investor shall hold any Securities, the Investor may desire; providedmeet with the senior management of the Borrower at least annually to discuss the Borrower's and its Subsidiaries' assets, howeveroperations and prospects. The Borrower and each of its Subsidiaries will likewise afford you and any such Eligible Holder the opportunity to obtain any information relevant to your investment in the Securities, to the extent it possesses such information or can acquire it without unreasonable effort or expense, that may be necessary to verify the accuracy of any of the representations and warranties made by each Inspector of them hereunder. Prior to The Closing Date, a representative of Investor shall hold in confidence and shall not make any disclosure (be entitled to attend all meetings of the Board of Directors of the Borrower, except to the Purchasers) of any extent that such information which the Company determines in good faith to attendance would be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid prohibited by applicable law or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialregulation.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Life Financial Corp)
Inspection of Properties and Books. So long as Upon the request of any Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectivelyholder of Series B Preferred Stock, the "Inspectors") shall have Company will furnish such information regarding the right upon reasonable notice to business, affairs, prospects and financial condition of the Company and during business hoursits Subsidiaries as such holder may reasonably request. Each of the Company and its Subsidiaries shall permit any holder of Series B Preferred Stock or any of its designated representatives, at the Purchasers' expensetheir respective cost, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Purchaser may desire; providedreasonably request. At least three days prior to any interview of an officer of such Person, however, that each Inspector the chief executive officer of the Company shall hold in confidence be notified of such interview and shall not make be invited to attend such interview. Prior to making any such inspection or conducting any such interviews, such holder of Series B Preferred Stock and its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure (except agreements reasonably acceptable to the Purchasers) Company and its counsel and such holder and its counsel. Each Purchaser shall be entitled to have one representative attend meetings of any the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such information representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines in good faith provides to be confidential, and members of which determination its Board of Directors concurrently with the Inspectors are so notified, unless (a) the disclosure delivery of such information is necessary to avoid or correct a misstatement or omission the members of its Board of Directors. Participation by observers in any Registration Statement filed pursuant to meeting of the Registration Rights Agreement (a final determination Board of which Directors shall be based upon an opinion at the reasonable discretion of outside counsel the Chairman of the Board. Any observer may be excluded from all or any portion of any meeting in which the Board of Directors is (i) considering matters with respect to the Company)which such observer or any Affiliate of such observer has a conflict of interest, (bii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or other order from a court or government body the confidentiality of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreementsignificant matter and (iii) when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of any Purchaser that has not be required to disclose any confidential information to any Inspector until designated or nominated, and unless such Inspector shall does not have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.a
Appears in 1 contract
Samples: Securities Purchase Agreement (Gabriel Communications Inc /De/)
Inspection of Properties and Books. So long as any Purchaser of the Purchasers or any other institutional investor shall hold any SharesNotes convertible into at least 100,000 shares of Common Stock, such Purchasers Purchaser or other holder and its their respective representatives and agents (collectively, the "Inspectors") shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' any Purchaser's or such holder's expense, to visit and inspect any of the properties of the Company and of its subsidiaries, to examine the books of account and records of the Company and of its subsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers such Purchaser or such other holder may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchasersa Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company)Agreement, (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j4(o). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its it expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, for the information deemed confidential."
Appears in 1 contract
Samples: The Securities Purchase Agreement (Lumenon Innovative Lightwave Technology Inc)
Inspection of Properties and Books. So long as any Purchasers (or any of their respective affiliates) beneficially own any of the Securities, each such Purchaser shall hold any Shares, such Purchasers who then holds Securities and its representatives and agents (collectively, the "InspectorsINSPECTORS") shall have the right upon reasonable notice to the Company and during business hoursright, at the Purchasers' such Purchaser's expense, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiariesSubsidiaries, to make or be provided with copies and extracts therefrom, to discuss the affairs, finances and accounts of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as the Purchasers may desire; provided, however, that each Inspector shall hold in confidence and shall not make any disclosure (except to the Purchaserssuch Purchaser) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (ai) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (in which case the Company shall immediately promptly (but in no event more than two trading days after receiving notification from the Inspector) a final determination of which shall be based upon an opinion of outside counsel to Form 8-K with the CompanySEC disclosing such information), (bii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (ciii) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.
Appears in 1 contract
Samples: Securities Purchase Agreement (Remote Dynamics Inc)
Inspection of Properties and Books. So long Permit the Agent or any Lender, or any of their designated representatives or agents, at any reasonable time during business hours and at reasonable intervals of time, and upon reasonable prior written notice (or, if a Default, a Servicer Default, Early Amortization Event (other than as any Purchaser shall hold any Shares, such Purchasers a result of clauses (h) and its representatives and agents (collectively, the "Inspectors"i) thereof) or an Event of Default shall have the right upon reasonable notice to the Company occurred and during business hoursthen be continuing, at the Purchasers' expenseany time and without prior notice), to visit (a) visit, inspect and inspect appraise the Containers (subject to any of the lessee’s right to quiet enjoyment therein) and properties of the Company Borrower and the Parent Guarantor; (b) examine and make copies of its subsidiaries, to examine and take abstracts from the books of account and records of the Company Borrower and of its subsidiariesthe Parent Guarantor, to make or be provided with copies including Container purchase orders and extracts therefrom, to purchase agreements; and (c) discuss the affairs, finances and accounts of the Company Borrower and of its subsidiaries with, and to be advised as to the same by, its and Parent Guarantor with their appropriate officers, employees and independent public accountants accountants. The Borrower shall pay for the reasonable out-of-pocket cost and expense (and by this provision the Company authorizes such accountants to discuss such affairsincluding, finances and accountsinter alia, whether or not a representative travel) of the Company Agent and, in the case of clause (ii) below, each Lender in conducting (i) one (1) such inspection per calendar year, so long as no Default, Servicer Default, Early Amortization Event or Event of Default has occurred or is presentthen continuing and (ii) all at such reasonable times inspections, if a Default, a Servicer Default, Early Amortization Event or an Event of Default has occurred and intervals and to such reasonable extent as the Purchasers may desireis then continuing; provided, however, that the Agent, each Inspector Lender and their duly authorized representatives, attorneys and accountants shall hold use reasonable commercial efforts to share information with one another and otherwise cooperate with one another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in confidence and shall not make connection with any disclosure (except to the Purchasers) of any such information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid audits or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialinspections hereunder.
Appears in 1 contract
Samples: Credit Agreement (Interpool Inc)
Inspection of Properties and Books. So long as any Purchaser The Borrower shall hold any Shares, such Purchasers and its representatives and agents (collectively, permit the "Inspectors") shall have the right upon reasonable notice to the Company and during business hours, at the Purchasers' expense, Agent to visit and inspect any of the properties of the Company and Borrower or any of its subsidiariesSubsidiaries, to examine the books of account and records of the Company Borrower and of its subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Company Borrower and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officers, employees and independent public accountants (and by this provision the Company authorizes such accountants being hereby authorized by the Borrower to so discuss such affairs, finances and accounts, whether or not a representative of the Company is presentadvise) all at such reasonable times and intervals and to such reasonable extent as the Purchasers Agent may desirereasonably request; provided, howeverthat (i) the Agent shall give the Borrower reasonable notice prior to any such visit, inspection, examination or discussion, and (ii) if the Borrower requests, all such discussions with the Borrower's independent public accountants shall be in the presence of one or more officers of the Borrower. In connection with any such inspections or discussions, the Agent and each Bank will treat all non-public information as confidential information, and take all reasonable precautions to prevent such confidential information from being exposed to third parties and to those of its employees and representatives who do not need to know such confidential information; provided that each Inspector shall hold in confidence and this ss.6.8 shall not make affect the disclosure by the Agent or any disclosure Bank of information required to be disclosed (except i) to its auditors and regulatory agencies or (ii) pursuant to subpoena or other legal process or by virtue of any other law, regulation, order or interpretation provided further that in the Purchasers) event of any such information which required disclosure by the Company determines in good faith Agent or any Bank pursuant to be confidentialclause (ii) above, and of which determination Agent or such Bank will notify the Inspectors are so notified, unless (a) the disclosure Borrower of such information is necessary to avoid request or correct a misstatement requirement so that the Borrower may seek an appropriate protective order or omission in any Registration Statement filed pursuant to waive compliance with the Registration Rights Agreement (a final determination of which shall be based upon an opinion of outside counsel to the Company), (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation provisions of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialAgreement.
Appears in 1 contract
Inspection of Properties and Books. So long as Upon the request of any Purchaser shall hold any Shares, such Purchasers and its representatives and agents (collectivelyholder of Series A Preferred Stock, the "Inspectors") shall have Company will furnish such information regarding the right upon reasonable notice to business, affairs, prospects and financial condition of the Company and during business hoursits Subsidiaries as such holder may reasonably request. Each of the Company and its Subsidiaries shall permit any holder of Series A Preferred Stock, or any of its designated representatives, at the Purchasers' expensetheir respective cost, to visit and inspect any of the properties of the Company and of its subsidiariesSubsidiaries, to examine the books of account and records of the Company and of its subsidiaries, Subsidiaries (and to make or be provided with copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of each of the Company and of its subsidiaries Subsidiaries with, and to be advised as to the same by, its and their officersofficers of such Persons, employees and independent public accountants (and by this provision the Company authorizes such accountants to discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and as such holder may reasonably request. At least three days prior to any interview of an officer of such reasonable extent as holder, the Purchasers may desire; provided, however, that each Inspector chief executive officer of the Company shall hold in confidence be notified of such interview and shall not make be invited to attend such interview. Prior to making any such inspection or conducting any such interviews, such holder of Series A Preferred Stock and its representatives who are making the inspection or conducting the interviews shall execute confidentiality and non-disclosure (except agreements reasonably acceptable to the Purchasers) Company and its counsel and such holder and its counsel. Each Purchaser listed on Schedule 6.5 shall be entitled to have one representative attend meetings of any the Board of Directors as a non-voting observer. In connection therewith, the Company shall provide each such information representative with a copy of all notices, minutes, consents and other materials, financial or otherwise, which the Company determines in good faith provides to be confidential, and members of which determination its Board of Directors concurrently with the Inspectors are so notified, unless (a) the disclosure delivery of such information is necessary to avoid or correct a misstatement or omission the members of its Board of Directors. Participation by such observers in any Registration Statement filed pursuant to meeting of the Registration Rights Agreement (a final determination Board of which Directors shall be based upon an opinion at the reasonable discretion of outside counsel the Chairman of the Board. Any such observer may be excluded from all or any portion of any meeting in which the Board of Directors is (i) considering matters with respect to the Company)which such observer or any Affiliate of such observer has a conflict of interest, (bii) when deemed reasonably advisable by the release Chairman of such information is ordered pursuant the Board and/or counsel for the Company to a subpoena preserve an attorney-client privilege or other order from a court or government body the confidentiality of competent jurisdiction, or (c) such information has been made generally available to the public other than by disclosure in violation of this or any other agreementsignificant matter and (iii) when the Board of Directors by majority vote otherwise resolves to conduct its proceedings in executive session. The Company shall reimburse out-of-pocket expenses only for one representative of the Purchasers listed on Schedule 6.5 that has not be designated or nominated, and does not have a contractual right to designate or nominate, a member of the Board of Directors. Each such holder of Series A Preferred Stock that is required to disclose any confidential information be a “venture capital operating company” as defined in the regulations promulgated under ERISA shall be entitled to any Inspector until consult with and unless such Inspector shall have entered into confidentiality agreements (in form advise management of the Company on significant business issues, including proposed annual operating plans, and substance satisfactory to meet with management on a regular basis to review the Company) with the Company with respect thereto, substantially ’s progress in the form of this Section 4(j). Each Purchaser agrees that it shall, upon learning that disclosure of meeting such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidentialoperating plans.
Appears in 1 contract
