Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 6 contracts
Samples: Term Loan Agreement (Cleco Power LLC), Term Loan Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security)inspections, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective its accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twice in any calendar year, with reasonable efforts to make combined visits year (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visitsAgent), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, Borrower and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, Agreement or (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 3 contracts
Samples: Bridge Loan Agreement (Cleco Power LLC), Term Loan Agreement (Cleco Power LLC), Term Loan Credit Agreement (Cleco Corporate Holdings LLC)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event After the execution of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined this Agreement by the Administrative Agent Parties, but prior to the expiration of the Due Diligence Period, Buyer shall have the right, at its sole cost and expense, to obtain a Phase I Environmental Report (the "Environmental Report") for the Property and shall have the right, at its sole cost and expense, to obtain a survey of the Real Property (the “Survey”). However, the Buyer shall not conduct or permit any Lenderinvasive testing (including any Phase II investigations) to be conducted at the Property without the Seller’s prior written consent, with no obligation to combine visits)which consent shall not be unreasonably withheld, conditioned or delayed.
(b) will be at Other than as disclosed in any environmental reports provided to Buyer by Seller, if a defect is revealed on the sole expense of Survey and/or in the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in Environmental Report which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets materially and adversely impairs the Buyer’s use of the Property as the Hotel is currently operated or non-financial confidential proprietary information, (ii) in respect constitutes a material violation of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower applicable environmental laws and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or would require (iv) in the case of (ii), a remediation required by an applicable governmental authority involving) the expenditure of more than $25,000 to remedy such defect (a “Material Defect”), Buyer shall, by no later than the earlier of (x) the expiration of the Due Diligence Period and (y) the 10th day after the date the Buyer shall have received the respective Survey or Environmental Report, notify Seller in writing of any discussions with accountantsMaterial Defect revealed by such Survey or Environmental Report and include a detailed description of such Material Defect. Seller shall notify Buyer in writing within ten (10) days after any receipt of such notice from Buyer of a Material Defect whether Seller will undertake to cure, only remove or remedy each such Material Defect ("Material Defect Response"). Within five (5) days of receipt of the Material Defect Response, Buyer shall have the right, at its option, to (i) terminate this Agreement by giving written notice to Seller to such effect, or (i) accept in a written notice to Seller the undertakings of Seller contained in such Material Defect Response. If Buyer does not give written notice to Seller of a Material Defect on or before the end of the Due Diligence Period or, if notice of a Material Defect is given, and the Borrower has Buyer does not give written notice to Seller within such five (5) day period after receipt of a Material Defect Response, then Buyer shall be conclusively deemed to have accepted any defects that are or might have been given the opportunity to participate reflected in the discussionsSurvey and any defects relating to the environmental condition of the Property and to have waived any rights to terminate this Agreement pursuant to this Section 5.1 (b), and the parties shall proceed to consummate the transaction as herein provided.
(c) During the period from the date of this Agreement to the Closing Date, Seller will, during ordinary business hours and with at least twenty-four (24) hours prior notice to Seller before each and every entry onto the Property by Buyer or its agents, give Buyer and its representatives reasonable access to the Property and to all books and records of Seller relating to the operation of the Hotel and furnish Buyer with such financial data and other information in Seller’s possession concerning the Seller and its operation of the Hotel, as Buyer may from time to time reasonably request. During any entry by Buyer or its agents onto the Property, Buyer shall minimize any disturbance to Seller’s employees, guests and business operations. None of the information obtained pursuant to this Section 5.1(c) shall give the Buyer the right to terminate this Agreement except as otherwise specifically provided in Section 5.1(b). In connection with any entry by Buyer or its agents, employees, consultants or representatives onto the Property to conduct any inspection, review or testing (collectively, the “Inspections”), any such Inspections shall be subject to all of the following:
(i) All inspections, reports, surveys and studies (the “Inspection Documents”) shall be performed at Buyer’s sole cost and expense; provided, however, that Buyer shall promptly cause a copy of all relevant Inspection Documents to be delivered to Seller (x) simultaneously with Buyer giving notice of a Title Objection pursuant to Section 3.1(b) or a Material Defect pursuant to Section 5.1(b) or (y) simultaneously with a claim for indemnification pursuant to Section 5.5(b)(iii).
(ii) Buyer and/or its contractors and agents shall maintain liability insurance coverage for its employees, agents and representatives inspecting the Property or conducting testing in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and workmen’s compensation insurance coverage as required by law, and prior to entering onto the Property provide Seller with a certificate evidencing same (or the renewal thereof), which shall name Seller as an additional insured.
(iii) Buyer agrees to keep the Property free and clear of any liens, which may arise as a result of any such Inspections, which covenant shall survive Closing or any termination of this Agreement.
(iv) Buyer shall restore promptly any physical damage caused by the Inspections to substantially the condition which existed prior to the Inspections, which covenant shall survive Closing or any termination of this Agreement.
(v) Buyer hereby agrees to indemnify, defend and hold Seller and its employees, agents and representatives harmless from and against all loss, cost, liability, lien, damage, expense (including reasonable attorney’s fees and costs), injury, claims, causes of action, which are sustained, suffered or incurred against or by Seller, its agents, employees or representatives caused by Buyer or its agents in connection with any Inspections. This indemnity shall survive Closing or any termination of this Agreement.
(d) Without limiting the provisions in Section 5.1, during the Due Diligence Period, Seller shall provide Buyer with copies of its existing “as-built” ATLA survey, its vesting deed to the Property, its existing owners title policy and any existing Phase-I or Phase-II environmental reports; provided that the same exist and are in Seller’s or MMI’s possession or direct control.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust), Purchase and Sale Agreement (Hersha Hospitality Trust), Purchase and Sale Agreement (Hersha Hospitality Trust)
Inspection of Property. (a) The Borrower Company will keep, and will cause each of its Subsidiaries will keep Subsidiary to keep, proper books of record and records account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of the Company or such Subsidiary, in accordance with GAAP consistently maintained. For so long as any Purchaser or their respective Eligible Transferees owns any shares of Series A Preferred Stock, Warrants or Warrant Shares, the Company shall permit a representative of Purchaser or such Eligible Transferee to visit any of its properties and inspect its corporate books and financial records (but excluding any such books, records, agreements and files which are protected by attorney-client privilege or which the Company is prohibited from disclosing to Purchasers or such Eligible Transferees pursuant to any nondisclosure agreements to which the Company or any Company Subsidiary is a party; PROVIDED that, to the extent permitted under any such nondisclosure agreement, the Company shall disclose any information subject to such nondisclosure agreement upon execution and delivery by such Purchaser or Eligible Transferee of a confidentiality agreement for the benefit of the parties to such nondisclosure agreement and PROVIDED, FURTHER, that no such nondisclosure agreement shall be effective with respect to financial records to the Company), and will permit discuss its accounts, affairs and finances with a representative of Purchaser or such Eligible Transferee during reasonable examinations business hours, at such times as Purchaser or such Eligible Transferee may reasonably request. In addition, the Company will provide from time to time such information regarding results of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security)operations, accompanied by personnel financial condition, business or prospects of the Borrower, by Company and the Administrative Agent and any Lender and/or their respective accountants Company Subsidiaries as such Purchaser or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations Eligible Transferee may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), request.
(b) will be at the sole expense No investigation by or on behalf of any Purchaser pursuant to this Section or otherwise shall affect any representation or warranty of the Administrative Agent and/or requesting Lender, as Company herein or the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at conditions to the expense obligations of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsparties hereunder.
Appears in 3 contracts
Samples: Investment Agreement (Burke Industries Inc /Ca/), Investment Agreement (Burke Industries Inc /Ca/), Investment Agreement (Power Ten)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times during normal business hours following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 2 contracts
Samples: Credit Agreement (Cleco Power LLC), Term Loan Agreement (Cleco Power LLC)
Inspection of Property. The Borrower Purchaser acknowledges that it has had the opportunity to investigate the Property, the zoning and each other governmental limitations applicable to the Property, all documents and/or information provided to Purchaser relating thereto, and any other aspects or characteristics of the Property which may affect its Subsidiaries will keep proper books development, usage, operation or marketability. Purchaser's past investigations of the Property have been sufficient to induce Purchaser to enter into this Agreement, and records Purchaser shall have no right to terminate this Agreement and to receive a return of the Deposit for any reason, except as expressly set forth in accordance with GAAP and will permit reasonable examinations this Agreement. Purchaser shall continue to have the right of its books and records and reasonable investigation, which shall include, without limitation, the right to have made, at Purchaser's expense, any surveys, studies or inspections of its property (subject the Property as Purchaser may deem necessary or appropriate. Seller agrees to reasonable procedures relating cooperate reasonably with any such investigations, inspections, surveys or studies made by or at Purchaser's direction so long as such cooperation is at no expense to safety and security)Seller. Purchaser shall indemnify, accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrowerdefend, and (d) will not unduly interfere with the operations hold harmless Seller from any expenses, damages and liabilities, including reasonable attorneys' fees, that Seller may suffer or management incur arising out of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower any claims for property damage or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts ofpersonal injury, or discussion ofclaims from materialmen or laborers, any documentwhich in turn arise from Purchaser's investigations under this Section 2.2, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to and such indemnification shall survive the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation termination of this Agreement. Further, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case event Purchaser is unwilling or unable to close the transaction contemplated by this Agreement, for any reason whatsoever, except by reason of Seller's default, any discussions with accountantsand all plats, only if plans, submittals to governmental agencies and utilities, studies or tests, including, but not limited to, soil tests, topographical information, engineering and other similar preliminary work, but expressly excluding architectural and construction plans, drawings, specifications and designs, economic, financial and marketability studies and pro formas, and similar proprietary information of Purchaser, shall immediately be delivered to Seller and thereafter become the Borrower has been given the opportunity to participate in the discussionssole property of Seller.
Appears in 1 contract
Inspection of Property. The Borrower Books and Records, Discussions. Permit Agent and each of its Subsidiaries will keep proper books Bank, through their authorized attorneys, accountants and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections representatives (a) will occur not more frequently than once at all reasonable times during normal business hours, upon the prior written notice by Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time (in any calendar yearevent, at least once a year unless Availability is less than $12,500,000, in which case, at least once a quarter), upon the request of the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable efforts costs and expenses of such audits to make combined visits be reimbursed by Company; provided, however, that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Agent for the reasonable costs and expenses of no more than one (1) (unless Availability is less than $12,500,000, in which case four (4)) such audit(s) conducted by Agent in any year and provided further, however, that Company shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or an Event of Default has occurred Default; and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken permit Agent and each Bank or their authorized representatives, at reasonable times following the provision and intervals upon prior written notice, to visit all of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliatesoffices, representatives, contractors, accountants discuss their respective financial matters with their respective officers and independent certified or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with chartered public accountants, only if as applicable, and, by this provision, Company authorizes such accountants to discuss the Borrower has been finances and affairs of Company and the Subsidiaries (provided that Company is given the an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the discussionsforegoing, all information furnished to the Agent or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof. The first collateral audit under this Section 7.6 shall be commenced by Agent within 90 days of the Effective Date."
7. Section 8.1(c) of the Agreement is amended to read as follows:
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of AMERICAS/2023601513.12023601513.6 77 any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial non-financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client attorney-client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Inspection of Property. The Borrower (a) Purchaser shall before the Closing have the right and each privilege of going upon the Land and inspecting the Property with its Subsidiaries will keep proper books agents or engineers as needed to inspect, examine, survey and records otherwise do what Purchaser deems necessary in accordance with GAAP planning for its acquisition and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel ownership of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisersProperty; provided that (i) any such examinations inspections shall not unreasonably interfere with the customary operation of the Property, and inspections (aii) will occur not more frequently than once Purchaser shall indemnify and hold Seller harmless from any damages incurred by Seller in any calendar year, connection with reasonable efforts to make combined visits (unless a Default or an Event Purchaser's exercise of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), privilege.
(b) will be at Purchaser shall have one hundred twenty (120) days after the Date of this Agreement (the "Examination Period") in which to examine the Property and determine to Purchaser's satisfaction in its sole expense discretion the condition of the Administrative Agent and/or requesting LenderProperty (including, as without limitation, all electrical, plumbing, heating, air-conditioning and other systems; roofs; structures; and the case may be (unless a Default or an Event of Default has occurred and is continuing equipment used in which case such examinations will be at connection with the expense operation of the BorrowerProperty). During the Examination Period, Seller shall cause the books, records and other data concerning the Property to be fully available and accessible to Purchaser and Purchaser's agents for inspection and examination. Within ten (c10) will be undertaken at reasonable times following days after the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation Date of this Agreement, Seller shall provide to Purchaser copies of all surveys, appraisals, environmental studies and title insurance policies in Seller's possession, an inventory of all Personal Property, and copies of the "License Agreement" (iiias hereinafter defined) and all Operating Agreements. Within fifteen (15) days after its receipt of such documents, Purchaser shall give written notice to Seller of any Operating Agreements which Purchaser declines to assume. Seller shall cancel and terminate at or prior to the Closing those Operating Agreements, if any, which Purchaser declined to assume and which are cancelable without penalty upon sixty (60) or fewer days notice. Within fifteen (15) days after Seller's receipt of such notice from Purchaser, Seller shall give written notice to Purchaser that is subject Seller shall either (i) cause all other Operating Agreements to attorney−client which Purchaser objected to be cancelled and terminated at Seller's sole cost and expense at or similar privilege or constitutes attorney work productprior to the Closing, or (ivii) elect to terminate this Agreement, whereupon the Xxxxxxx Money shall be returned to Purchaser and this Agreement shall be null and void and of no further force or effect; provided that Purchaser may nullify Seller's election to terminate this Agreement by giving written notice to Seller, within ten (10) days after receipt of Seller's notice of termination, that Purchaser waives its objection to such Operating Agreements and will either assume such Operating Agreements at Closing or be responsible for the cost of cancellation of such Operating Agreements.
(c) At all times during the Examination Period, Purchaser shall have the unqualified right to terminate this Agreement, and to an immediate return of the Xxxxxxx Money (less the sum of $100.00 which shall be paid to Seller as independent consideration for this Agreement) on written notice to Seller in the case event the Property is unacceptable to Purchaser, and thereupon this Agreement shall be null and void and of no further force and effect.
(d) Subject to and except for the Seller's express warranties and representations set forth in Section 6 below, the Property shall be conveyed to Purchaser "as is" and Seller disclaims any discussions other representations or warranties, express or implied, with accountantsrespect to the Property, only if including without limitation, any warranties of merchantability or fitness for a particular purpose.
(e) Seller and Purchaser acknowledge that Seller's existing license agreement (the Borrower has been given "License Agreement") with Ramada Franchise Systems, Inc., a Delaware corporation ("Licensor"), provides that Seller shall not sell the opportunity Hotel or assign the License Agreement without the prior approval of Licensor and that Purchaser must therefore obtain a new license from Licensor. Purchaser shall promptly make application for such new license and shall diligently pursue the obtaining of such license at Purchaser's sole cost and expense. Any new improvements required by Licensor, as a condition to participate such new license, shall be the responsibility of Purchaser. Application for such new license shall be contingent on the Closing and Purchaser shall do nothing to jeopardize Seller's License Agreement. Seller shall not be obligated to cancel the License Agreement or take any action that would result in the discussionscancellation of the License Agreement unless and until Purchaser has obtained a new license.
Appears in 1 contract
Samples: Contract for the Purchase and Sale of Property (Ridgewood Hotels Inc)
Inspection of Property. (a) Prior to the Effective Date, Buyer has been provided the opportunity to complete its due diligence and fully review and evaluate this transaction as it relates to the Property, including, without limitation, all matters related to:
(i) The Borrower net operating income of the Property, including (without limitation) all assumptions as to vacancies, expiring leases, renewals or otherwise;
(ii) The physical condition of the Property;
(iii) All title and each survey matters with respect to the Property;
(iv) All hazardous waste and environmental matters with respect to the Property;
(v) Review and audit of its Subsidiaries will keep proper the books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the BorrowerProperty;
(vi) All governmental inquiries with respect to the Property; and
(vii) All "Tenant" (as hereinafter defined) interviews with respect to the Property. Further, by Seller has provided to Buyer, and Buyer hereby acknowledges receipt of, the Administrative Agent items set forth on SCHEDULE "A-2" hereto. Based on Buyer's due diligence and review and evaluation of this transaction as it relates to the Property, Seller has agreed to give Buyer a credit in the amount set forth on SCHEDULE "A-3" hereto in full and complete satisfaction of any Lender and/or their respective accountants and all matters of any nature with respect to the Property, and in no event will Buyer be excused from its obligation to close under this Agreement on the purchase of the Property, or have the right to receive any other purchase price adjustment, credit, or other professional advisers; consideration of any kind, or have the right to extend the Closing, as a result of any matters of any nature with respect to the Property, except as otherwise expressly provided that such examinations in this Agreement. Accordingly, except as otherwise expressly set forth in this Agreement, the sale of the Property is being made on an "AS IS", "WHERE IS" condition and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), basis "WITH ALL FAULTS".
(b) will be at From and after the sole expense of Effective Date, all title and survey matters affecting the Administrative Agent and/or requesting Lender, Leasehold Interest as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) shown in the case of title commitment and survey listed on SCHEDULE "C", other than any discussions with accountantsliens or monetary encumbrances (excluding the Mortgage) resulting from Seller's actions, only if the Borrower has been given the opportunity shall be deemed to participate in the discussions.be accepted by Buyer ("PERMITTED EXCEPTIONS"
Appears in 1 contract
Samples: Purchase and Sale Agreement (Windrose Medical Properties Trust)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times during normal business hours following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, 73 Cleco Corporate Holdings LLC accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Inspection of Property. The Borrower Notwithstanding any other provisions to the contrary contained in this Agreement, the parties hereto agree that Purchaser, its agents and each representatives shall have a period of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property sixty (subject to reasonable procedures relating to safety and security60) days from Effective Date (the “Inspection Period”), accompanied by personnel in which to enter upon and make a complete inspection of the BorrowerProperty. Such inspection may include, by the Administrative Agent but shall not be limited to, structural, mechanical, electrical, engineering, environmental, soil and any Lender and/or their respective accountants landscaping tests, surveys, analyses and examinations; inspections for termites or other professional adviserswood destroying organisms; provided and such other tests, studies, observations, analyses and examinations or studies that such examinations and inspections (a) will occur not more frequently than once Purchaser may deem necessary or desirable in any calendar year, connection with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense its acquisition of the Administrative Agent and/or requesting Lender, as Property. During the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation pendency of this Agreement, Purchaser shall have free and complete access to all documentation, agreements and other information in the possession or reasonable control of Seller or any employee, agent or independent contractor of Seller pertaining to the ownership, use or operation of the Property, and Purchaser shall have the right to make copies of any such information at Purchaser’s expense. Purchaser shall have the right to contact governmental authorities, the United States Army Corps of Engineers and any industrial district in which any part of the Property may be situated, and to make inquiry thereof and to request documentation with respect to the Property; provided however, Purchaser shall give Seller at least twenty-four (iii24) hours prior written notice before contacting any of the foregoing entities and Seller reserves the right to have a representative present at the time Purchaser makes contact, whether by phone or in person. In the event that is subject Purchaser, in its sole discretion, determines that the condition of the Property is, for any reason or no reason whatsoever, unsatisfactory for Purchaser’s contemplated use or development of the Property, Purchaser shall have until the expiration of the Inspection Period to attorney−client notify Seller in writing that Purchaser has elected to terminate this Agreement. Promptly following receipt of such notice, the Escrow Agent shall promptly return the Xxxxxxx Money to Purchaser and, upon Purchaser’s receipt of the Xxxxxxx Money, this Agreement shall be terminated and neither party shall have any further rights hereunder, except for those provisions which are expressly stated to survive a termination of this Agreement. Purchaser hereby agrees to indemnify, defend and hold Seller harmless against any injury to persons or similar privilege property arising out of Purchaser’s inspection of the Property; provided, however, such indemnity, defense and agreement to hold harmless shall not apply to any damages, injuries, claims, losses or constitutes attorney work productcosts arising from the negligence or willful misconduct of Seller, its employees, tenants, agents or contractors. Furthermore, Purchaser shall have no liability to Seller, or to any other person or entity arising out of or in connection with the fact that Purchaser discovered and/or reported (ivas may be required by law or otherwise) in any adverse physical condition (including adverse environmental conditions), or other defect with respect to the case Property, unless such condition was caused by Purchaser or its representatives. This paragraph shall survive the Closing or any termination of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsthis Agreement.
Appears in 1 contract
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable 106 Cleco CorporationCorporate Holdings LLC Credit Agreement examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, or any Lender, Issuing Bank or Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event After the execution of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined this Agreement by the Administrative Agent Parties, but prior to the expiration of the Due Diligence Period, Buyer shall have the right, at its sole cost and expense, to obtain a Phase I Environmental Report (the "Environmental Report") for the Property and shall have the right, at its sole cost and expense, to obtain a survey of the Real Property (the “Survey”). However, the Buyer shall not conduct or permit any Lenderinvasive testing (including any Phase II investigations) to be conducted at the Property without the Seller’s prior written consent, with no obligation to combine visits)which consent shall not be unreasonably withheld, conditioned or delayed.
(b) will be at Other than as disclosed in any environmental reports provided to Buyer by Seller, if a defect is revealed on the sole expense of Survey and/or in the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in Environmental Report which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets materially and adversely impairs the Buyer’s use of the Property as the Hotels are currently operated or non-financial confidential proprietary information, (ii) in respect constitutes a material violation of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower applicable environmental laws and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or would require (iv) in the case of (ii), a remediation required by an applicable governmental authority involving) the expenditure of more than $25,000 to remedy such defect (a “Material Defect”), Buyer shall, by no later than the earlier of (x) the expiration of the Due Diligence Period and (y) the 10th day after the date the Buyer shall have received the respective Survey or Environmental Report, notify Seller in writing of any discussions with accountantsMaterial Defect revealed by such Survey or Environmental Report and include a detailed description of such Material Defect. Seller shall notify Buyer in writing within ten (10) days after any receipt of such notice from Buyer of a Material Defect whether Seller will undertake to cure, only remove or remedy each such Material Defect ("Material Defect Response"). Within five (5) days of receipt of the Material Defect Response, Buyer shall have the right, at its option, to (i) terminate this Agreement by giving written notice to Seller to such effect, or (i) accept in a written notice to Seller the undertakings of Seller contained in such Material Defect Response. If Buyer does not give written notice to Seller of a Material Defect on or before the end of the Due Diligence Period or, if notice of a Material Defect is given, and the Borrower has Buyer does not give written notice to Seller within such five (5) day period after receipt of a Material Defect Response, then Buyer shall be conclusively deemed to have accepted any defects that are or might have been given the opportunity to participate reflected in the discussionsSurvey and any defects relating to the environmental condition of the Property and to have waived any rights to terminate this Agreement pursuant to this Section 5.1 (b), and the parties shall proceed to consummate the transaction as herein provided.
(c) During the period from the date of this Agreement to the Closing Date, Seller will, during ordinary business hours and with at least twenty-four (24) hours prior notice to Seller before each and every entry onto the Property by Buyer or its agents, give Buyer and its representatives reasonable access to the Property and to all books and records of Seller relating to the operation of each Hotel and furnish Buyer with such financial data and other information in Seller’s possession concerning the Seller and its operation of each Hotel, as Buyer may from time to time reasonably request. During any entry by Buyer or its agents onto the Property, Buyer shall minimize any disturbance to Seller’s employees, guests and business operations. None of the information obtained pursuant to this Section 5.1(c) shall give the Buyer the right to terminate this Agreement except as otherwise specifically provided in Section 5.1(b). In connection with any entry by Buyer or its agents, employees, consultants or representatives onto the Property to conduct any inspection, review or testing (collectively, the “Inspections”), any such Inspections shall be subject to all of the following:
(i) All inspections, reports, surveys and studies (the “Inspection Documents”) shall be performed at Buyer’s sole cost and expense; provided, however, that Buyer shall promptly cause a copy of all relevant Inspection Documents to be delivered to Seller (x) simultaneously with Buyer giving notice of a Title Objection pursuant to Section 3.1(b) or a Material Defect pursuant to Section 5.1(b) or (y) simultaneously with a claim for indemnification pursuant to Section 5.5(b)(iii).
(ii) Buyer and/or its contractors and agents shall maintain liability insurance coverage for its employees, agents and representatives inspecting the Property or conducting testing in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and workmen’s compensation insurance coverage as required by law, and prior to entering onto the Property provide Seller with a certificate evidencing same (or the renewal thereof), which shall name Seller as an additional insured.
(iii) Buyer agrees to keep the Property free and clear of any liens, which may arise as a result of any such Inspections, which covenant shall survive Closing or any termination of this Agreement.
(iv) Buyer shall restore promptly any physical damage caused by the Inspections to substantially the condition which existed prior to the Inspections, which covenant shall survive Closing or any termination of this Agreement.
(v) Buyer hereby agrees to indemnify, defend and hold Seller and its employees, agents and representatives harmless from and against all loss, cost, liability, lien, damage, expense (including reasonable attorney’s fees and costs), injury, claims, causes of action, which are sustained, suffered or incurred against or by Seller, its agents, employees or representatives caused by Buyer or its agents in connection with any Inspections. This indemnity shall survive Closing or any termination of this Agreement.
(d) Without limiting the provisions in Section 5.1, during the Due Diligence Period, Seller shall provide Buyer with copies of its existing “as-built” ATLA survey, its vesting deed to the Property, its existing owners title policy and any existing Phase-I or Phase-II environmental reports; provided that the same exist and are in Seller’s or MMI’s possession or direct control.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Inspection of Property. The Borrower Books and Records, Discussions. Permit Agent and each of its Subsidiaries will keep proper books Bank, through their authorized attorneys, accountants and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections representatives (a) will occur not more frequently than once at all reasonable times during normal business hours, upon the prior written notice by Agent or such Bank, to examine Company's and each Subsidiary's books, accounts, records, ledgers and assets and properties of every kind and description wherever located; (b) at any time and from time to time (in any calendar yearevent, at least twice a year unless Availability is less than $12,500,000, in which case, at least once a quarter), upon the request of the Majority Banks, to conduct full or partial collateral audits of Company and the Subsidiaries to be completed by an appraiser as may be selected by Agent and the Majority Banks and consented to by Company (such consent not to be unreasonably withheld), with all reasonable efforts costs and expenses of such audits to make combined visits be reimbursed by Company, provided however that prior to the occurrence and continuance of any Default or Event of Default, the Company shall be required to reimburse the Agent for the reasonable costs and expenses of no more than two (2) (unless Availability is less than $12,500,000, in which case four (4)) such audits conducted by Agent in any year and provided further however that Company shall be required to reimburse the Agent for all reasonable costs and expenses of all audits conducted after the occurrence and during the continuance of a Default or an Event of Default has occurred Default; and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken permit Agent and each Bank or their authorized representatives, at reasonable times following the provision and intervals upon prior written notice, to visit all of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliatesoffices, representatives, contractors, accountants discuss their respective financial matters with their respective officers and independent certified or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with chartered public accountants, only if as applicable, and, by this provision, Company authorizes such accountants to discuss the Borrower has been finances and affairs of Company and the Subsidiaries (provided that Company is given the an opportunity to participate in such discussions) and examine any of its or their books and other corporate records. Notwithstanding the discussionsforegoing, all information furnished to the Agent or the Banks hereunder shall be subject to the undertaking of the Banks set forth in Section 13.11 hereof. The first collateral audit under this Section 7.6 shall be commenced by Agent within 90 days of the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Inspection of Property. Books and Records; Change of Name, Principal -------------------------------------------------------------------- Place of Business, Location of Collateral, Etc. The Borrower will keep, and ---------------------------------------------- will cause each of its Subsidiaries will keep to keep, proper books of record and records account in accordance which full, true and correct entries in conformity with GAAP shall be made of all dealings and will permit reasonable examinations transactions in relation to their businesses and activities; the Borrower shall make no significant change in its accounting practices except as permitted or required by GAAP. The Borrower shall have the right, however, to change its fiscal year on one occasion, provided, however, as a condition -------- ------- precedent thereto, the Borrower shall, at the request of the Agent, enter into an amendment of this Credit Agreement, in form and substance reasonably satisfactory to the Required Lenders, sufficient to make this Credit Agreement (and the terms contained herein), after effectuation of such proposed change in fiscal year, financially and economically equivalent to this Credit Agreement as it existed prior to the effectuation of such proposed change. The Borrower agrees that the Agent or its agents may enter upon the premises of the Borrower or any of its books Subsidiaries at any time and from time to time, during normal business hours and upon reasonable prior notice, and at any time at all and without notice on and after the occurrence and during the continuance of an Event of Default, for the purpose of (i) inspecting the Collateral, (ii) inspecting and/or copying (at Borrower's expense) any and all records pertaining thereto, (iii) discussing the affairs, finances and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel business of the BorrowerBorrower with any officers, by employees and directors of the Administrative Borrower or with the Auditors and (iv) verifying Eligible Accounts Receivable and/or Eligible Inventory. Any Lender may accompany the Agent and on any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections visit at such Lender's own expense. The Borrower agrees to afford the Agent ten (10) Business Days prior written notice of (a) any new or additional location of any Collateral at which location Collateral having an aggregate value in excess of $1,000,000 will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits)be located, (b) will be at any change in the sole expense location of its chief executive office or any new or additional places of business (other than new retail locations for which the Administrative Borrower shall give Agent and/or requesting Lenderwritten notice within fifteen (15) days after the opening thereof) from the locations specified in Schedule D, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following any change in its corporate name and, in each such case, the provision of written notice Borrower further agrees to execute in advance of such addition or change and cause to be filed and/or delivered to the BorrowerAgent any financing statements or other documents required by the Agent, all in form and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein substance satisfactory to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussionsAgent.
Appears in 1 contract
Samples: Credit Agreement (Converse Inc)
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable AMERICAS/2023601503.12023601503.8 76 examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Inspection of Property. The Borrower and each of its Subsidiaries will keep BOOKS AND RECORDS; DISCUSSIONS.
(a) Keep proper books of record and records account in accordance which full, true and correct entries in conformity with GAAP and will all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit reasonable examinations representatives of any Lender (including field examiners who may be employees of any Lender or independent contractors) to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable advance notice at any reasonable time on any Business Day and reasonable inspections as often as may reasonably be desired and to discuss the business, operations, properties and financial or other condition of CCI and its property (subject to reasonable procedures relating to safety Subsidiaries with officers and security), accompanied by personnel employees of the Borrower, by CCI and its Subsidiaries and with its independent certified public accountants; PROVIDED that the Administrative Agent or such Lender shall notify the Borrower prior to any contact with such accountants and any Lender and/or their respective accountants or other professional advisers; provided that give the Borrower the opportunity to participate in such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event discussions. Upon the request of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender shall enter into (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions other necessary party to such a confidentiality agreement, CCI and its Subsidiaries shall use their best efforts to cause such party to enter into) a confidentiality agreement with accountants, only if the Administrative Agent and the Lenders in form and substance mutually satisfactory to the Administrative Agent and the Borrower to permit the examination by the Administrative Agent and the Lenders in accordance with the terms of this Section 7.6 of the books and records of certain entities in which CCI or any of its Subsidiaries has been given an equity investment as previously disclosed to the opportunity Administrative Agent and the Lenders by the Borrower. The Borrower hereby agrees to participate reimburse the Administrative Agent for (i) costs and expenses (other than travel costs and expenses) up to a maximum of $20,000 and (ii) reasonable travel costs and expenses, in each case incurred in connection with each field examination contemplated by this Section 7.6, PROVIDED that, unless an Event of Default shall have occurred and be continuing, the discussionsBorrower shall pay for no more than one such examination in each fiscal year of the Borrower.
Appears in 1 contract
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial non‑financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Inspection of Property. The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and and/or its any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once twiceonce in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, or any Lender, Issuing Bank or Swingline Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this AgreementAgreement or, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
