Common use of Inspection Rights Clause in Contracts

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 4 contracts

Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)

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Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (SMART Technologies Inc.), Holdings Credit Agreement (SMART Technologies Inc.), Second Lien Credit Agreement (SMART Technologies Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender the Collateral Agent to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Collateral Agent on behalf of the Lenders Administrative Agent may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Collateral Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one such time Default, which shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, exists the Administrative Agent or any Lender the Collateral Agent (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon with reasonable advance notice. The Administrative Agent and the Lenders Collateral Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary ; provided, further that nothing in this Section 6.09, none of the Nexstar Entities will be required Agreement or in any other Loan Document shall require any Loan Party to disclose or permit the inspection or discussion of, any document, provide information or other matter (ai) that constitutes non-financial nonfinancial trade secrets or non-financial nonfinancial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement applicable Laws or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 4 contracts

Samples: First Lien Credit Agreement (TGPX Holdings I LLC), First Lien Credit Agreement (TGPX Holdings I LLC), Second Lien Credit Agreement (TGPX Holdings I LLC)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to, at the Borrower’s expense (subject to the limitations below) visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseyear; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement (other than intragroup agreements) or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 4 contracts

Samples: Credit Agreement (Duck Creek Technologies, Inc.), Credit Agreement (Candela Medical, Inc.), Security Agreement (Candela Medical, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Mission Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 4 contracts

Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Parents, the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 3 contracts

Samples: Credit Agreement (Utz Brands, Inc.), Credit Agreement (Collier Creek Holdings), Loan Credit Agreement (Utz Quality Foods, LLC)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities no Consolidated Party will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 3 contracts

Samples: Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 3 contracts

Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desiredrequired, upon reasonable advance notice to the BorrowerBorrowing Agent; provided thatprovided, excluding any such visits and inspections during the continuation of an Event of Defaulthowever, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable without advance notice. The So long as no Event of Default exists, the Administrative Agent and the Lenders shall give the Borrower the opportunity Borrowing Agent at least five (5) Business Days’ notice prior to participate in any discussions with the BorrowerBorrowing Agent’s independent public accountants, and, if the Borrowing Agent desires to participate in such discussions, the Borrowing Agent shall so notify the Administrative Agent during such five-Business-Day period; provided that the Administrative Agent shall not be required to postpone such discussions in order to permit the Borrowing Agent to participate. Notwithstanding anything to the contrary in this Section 6.098.10, none of the Nexstar Entities no Loan Party will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Security Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s 's expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s 's independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided , it being agreed that, excluding any such visits while the provisions of this Section 5.6 are for the benefit of the Agent and inspections during the continuation of an Event of DefaultLenders, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and 5.6; provided that the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that when during the continuation of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.095.6, none of the Nexstar Entities Borrower will not be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law Law, fiduciary duty or any binding agreement Contractual Obligation (not created in contemplation thereof) or (c) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Abl Credit Agreement (Mallinckrodt PLC), Abl Credit Agreement (Mallinckrodt PLC)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial non‑financial trade secrets or non-financial non‑financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their 144 respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower Holdings and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerHoldings; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Holdings’ expense; provided further provided, further, that when during the continuance of an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) ), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of Holdings or any of the Nexstar Entities Restricted Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (BRP Inc.), Term Loan Credit Agreement (BRP Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desiredrequired, upon reasonable advance notice to the BorrowerBorrowing Agent; provided thatprovided, excluding any such visits and inspections during the continuation of an Event of Defaulthowever, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable without advance notice. The So long as no Event of Default exists, the Administrative Agent and the Lenders shall give the Borrower the opportunity Borrowing Agent at least five (5) Business Days’ notice prior to participate in any discussions with the BorrowerBorrowing Agent’s independent public accountants, and, if the Borrowing Agent desires to participate in such discussions, the Borrowing Agent shall so notify the Administrative Agent during such five-Business-Day period; provided that the Administrative Agent shall not be required to postpone such discussions in order to permit the Borrowing Agent to participate. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities no Loan Party will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the BorrowerObligor Group’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Obligor Group will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s 's expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s 's independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Mission Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Parent, the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Bridge Credit Agreement (Utz Brands, Inc.), Bridge Credit Agreement (Utz Brands, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to, at the Borrowers’ expense (subject to the limitations below) visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerHoldings; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times one time during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseyear; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of Holdings, the Nexstar Entities Borrowers or any Restricted Subsidiary will be required to disclose disclose, or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (King Digital Entertainment PLC), Credit Agreement (King Digital Entertainment PLC)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, however, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Borrower or any Loan Party will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any documentdocuments, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerBorrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Parent Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 2 contracts

Samples: Restatement Agreement (NortonLifeLock Inc.), Term Loan Credit Agreement (Owens & Minor Inc/Va/)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of neither the Nexstar Entities Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Paycor Hcm, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or 128 other matter (a) that constitutes non-financial non‑financial trade secrets or non-financial non‑financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerBorrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section ‎Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section ‎Section 6.09, none of the Nexstar Entities Parent Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product. Section 6.10.

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s 139 expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerHoldings; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Holdings or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.. Section 6.10

Appears in 1 contract

Samples: Credit Agreement (Array Technologies, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all Responsible Officers at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as any meeting which may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only scheduled for that purpose by the Administrative Agent on behalf (at the request of the Lenders may exercise rights of any Lender) not more than once in any six month period; provided that the Administrative Agent will give all Lenders and the Lenders under this Section 6.09 Company not less than 5 Business Days advance notice of any such requested meeting; and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Facility Guarantor, the Company or any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender the Lenders (or their respective representatives or contractorsrepresentatives) is prohibited by Requirement of Law or any binding agreement; provided that the Facility Guarantor and the Company agree to use commercially reasonable efforts to overcome any such Requirement of Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work productproduct (provided, that the Company shall notify the Administrative Agent promptly upon obtaining knowledge that any such document, information or other matter is being withheld).

Appears in 1 contract

Samples: Credit Agreement (Discovery, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any 122 Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the 120 expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all Responsible Officers at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as any meeting which may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only scheduled for that purpose by the Administrative Agent on behalf (at the request of the Lenders may exercise rights of any Lender) not more than once in any six month period; provided that the Administrative Agent will give all Lenders and the Lenders under this Section 6.09 Company not less than 5 Business Days advance notice of any such requested meeting; and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Company at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Facility Guarantor, the Company or any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender the Lenders (or their respective representatives or contractorsrepresentatives) is prohibited by Requirement of Law or any binding agreement; provided that the Facility Guarantor and the Company agree to use commercially reasonable efforts to overcome any such Requirement of Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.product (provided, that the Borrower shall notify the Administrative Agent promptly upon obtaining knowledge that any such document, information or other matter is being withheld). 6.11

Appears in 1 contract

Samples: Credit Agreement (Discovery, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times 136 during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of neither the Nexstar Entities Borrower nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Holley Inc.)

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Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender the Collateral Agent to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, officers and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Collateral Agent on behalf of the Lenders Administrative Agent may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Collateral Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one such time Default, which shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, exists the Administrative Agent or any Lender the Collateral Agent (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon with reasonable advance notice. The Administrative Agent and the Lenders Collateral Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary ; provided, further, that nothing in this Section 6.09, none of the Nexstar Entities will be required Agreement or in any other Loan Document shall require any Loan Party to disclose or permit the inspection or discussion of, any document, provide information or other matter (ai) that constitutes non-financial nonfinancial trade secrets or non-financial nonfinancial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement applicable Laws, or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: First Lien Credit Agreement (TGPX Holdings I LLC)

Inspection Rights. Permit representatives and independent contractors of the each Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerHoldings; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent Agents or their respective designees on behalf of the Lenders may exercise rights of the Administrative Agent Agents and the Lenders under this Section 6.09 and the each Administrative Agent (or its designee) shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the BorrowerCompany’s expense; provided further provided, further, that when an Event of Default exists, the any Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent Agents (or their respective designees) and the Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Holdings or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the any Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Shoals Technologies Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender Holder to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officersResponsible Officers, and independent public accountants, all at the reasonable expense of the Borrower Administrative Agent and each Holder, unless an Event of Default has occurred and is continuing, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided thatprovided, excluding any such visits and inspections during the continuation of an Event of Defaulthowever, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, exists the Administrative Agent or any Lender Holder (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09herein, none of neither the Nexstar Entities Borrower nor any Subsidiary will be required to disclose or disclose, permit the inspection inspection, examination or making of copies, or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, information (bii) in respect of which disclosure to the Administrative Agent or any Lender Holder (or their its respective representatives or independent contractors) is then prohibited by applicable Law or any agreement binding agreement on the Borrower or any Subsidiary which was not entered into in contemplation of this Agreement or (ciii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product, which privilege or protection the Borrower determines in good faith could be waived by disclosing to the Administrative Agent or the Holders.

Appears in 1 contract

Samples: Credit Agreement (Greenbrier Companies Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and to make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desireddesired (but in no event more than one time per fiscal year of Holdings, upon reasonable advance notice to the BorrowerBorrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times twice during any calendar year absent year; provided, however, that during the existence continuation of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default existsDefault, the Administrative Agent or any Lender (or any of their its respective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance noticenotice and without limitation as to frequency. The Administrative Agent and the Lenders Borrowers shall give the Borrower Administrative Agent the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Loan Parties or their Subsidiaries will be required to disclose disclose, permit inspection, examination or permit the inspection making copies or abstracts of, or discussion of, any document, information or other matter that (a) that constitutes non-financial nonfinancial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Possession Term Loan Agreement (EveryWare Global, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, officers and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the applicable Holding Company and the applicable Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s Borrowers’ expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the applicable Holding Company and the applicable Borrower the opportunity to participate in any discussions with the such Holding Company’s and such Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none neither the Borrowers nor any of the Nexstar Entities Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s 's expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s 's independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Xxxxxxxx Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial non‑financial trade secrets or non-financial non‑financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerBorrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Parent or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Intercreditor Agreement (Owens & Minor Inc/Va/)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, officers and independent public accountants, all at the reasonable expense of the Borrower Representative and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerBorrower Representative; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the BorrowerBorrower Representative’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Representative at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Representative the opportunity to participate in any discussions with the BorrowerBorrower Representative’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none neither New Holdings nor any of the Nexstar Entities Restricted Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.. 121

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender Agent, on behalf of the Lenders, to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during Borrower (which notice shall include the continuation of an Event of Default, only the Administrative Agent on behalf subject matter of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseproposed inspection, examination or discussion); provided further provided, however, that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable without advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything contained in this Agreement to the contrary contrary, (a) so long as no Event of Default exists, the Loan Parties shall only be required to permit one such visit, audit or inspection by the Administrative Agent (or its representatives and independent contractors) in this Section 6.09, none of the Nexstar Entities any twelve-month period and (b) no Loan Party or any Subsidiary will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which access or inspection by, or disclosure to to, the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law law or any binding nondisclosure agreement so long as it was not entered into in contemplation of circumventing this Agreement and does not relate to financial information relevant to the Administrative Agent and the Lenders or (ciii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Paycom Software, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerHoldings; provided thatprovided, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders Lenders, may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Holdings or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Heinz H J Co)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Administrative Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s Borrowers’ expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Parents, the Borrowers or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.. 125

Appears in 1 contract

Samples: Abl Credit Agreement (Utz Brands, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of 128 Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Covenant Entities will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial non‑financial trade secrets or non-financial non‑financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Media Group, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, officers and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none neither the Borrower nor any of the Nexstar Entities Restricted Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 ‎Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09‎Section 6.10, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Phibro Animal Health Corp)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 ‎Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09‎Section 6.10, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.. 119

Appears in 1 contract

Samples: Credit Agreement (Phibro Animal Health Corp)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Parents, the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.. Section 6.10

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times one (1) time during any calendar year at the Borrowers’ expense absent the existence of an Event of Default and only one such time shall be at the Borrower’s expenseDefault; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Lead Borrower the opportunity to participate in any discussions with the Borrower’s Companies’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Companies or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Yum Brands Inc)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, that excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.096.10, none of the Nexstar Entities Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Igate Corp)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties and to discuss its affairs, finances and accounts with its directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the BorrowerHoldings; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower Holdings at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower Holdings the opportunity to participate in any discussions with the Borrower’s Holdings’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities Holdings or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (ciii) that is subject to attorney client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Credit Agreement (Array Technologies, Inc.)

Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties properties, to examine its corporate, financial and operating records, and abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower Lenders and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided thatprovided, excluding any such visits and inspections during the continuation of an Event of Defaulthowever, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.09 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and ; provided, further, that, notwithstanding the Lenders shall give foregoing, the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.09, none of the Nexstar Entities will not be required to disclose or disclose, permit the inspection inspection, examination or making abstracts of, or discussion of, any document, information or other matter that (ai) that constitutes non-financial trade secrets or non-financial proprietary information, (bii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law law or any binding agreement (except that such information shall be disclosed to the Administrative Agent, and the Administrative Agent shall be allowed to inspect and examine such documents, information or NYDOCS02/1076196.5 41 other matter to the extent that it shall have executed and delivered a non-disclosure agreement, confidentiality agreement or any other agreement required to enable the Borrower to disclose such information, it being understood that in no event shall the Borrower be required to disclose or otherwise provide any information to the extent that doing so would, notwithstanding the provision of a non-disclosure agreement or other similar agreement by the Administrative Agent, constitute a violation of law or any binding agreement) or (ciii) that is subject to attorney a valid attorney-client or similar privilege or constitutes valid attorney work product.

Appears in 1 contract

Samples: Assignment and Assumption (Evercore Partners Inc.)

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