Inspection; Verification. The Company shall make the Collateral available for inspection by the Collateral Agent or the Secured Party. The Company shall not permit the Collateral or any part thereof to be affixed to or otherwise become a part of any real or personal property, without first making arrangements satisfactory to the Collateral Agent to protect the Collateral Agent’s security interest therein. During regular business hours and after reasonable notice to the Company, the Collateral Agent or the Secured Party (by any of its officers, employees, agents, representatives, or designees) shall have the right to inspect the Collateral and to inspect and audit, all books, records, journals, orders, receipts, or other correspondence related thereto or to the Company’s business (and to make extracts or copies thereof as the Collateral Agent or the Secured Party may desire), to inspect the premises upon which any of the Collateral is located, and to verify accounts with the Company’s customers and other account debtors for the purpose of verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral, including, without limitation, the conduct of the Company’s business and its compliance with the terms and conditions of this Agreement and the Note. Each of the Collateral Agent and the Secured Party agrees to maintain the confidentiality of information obtained pursuant to any such inspection, except that such information may be disclosed (i) to its directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it; (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (iv) in connection with the exercise of any remedies hereunder or under any other loan document executed in connection herewith or any action or proceeding relating to this Agreement or any other such loan document or the enforcement of rights hereunder or thereunder; (v) with the consent of the Company; or (vi) to the extent such information (A) becomes publicly available other than as a result of a breach of this section or (B) becomes available to the Collateral Agent or the Secured Party on a nonconfidential basis from a source other than the Company.
Appears in 1 contract
Inspection; Verification. The Company shall make the Collateral available for inspection by the Collateral Agent or the Secured Party. The Company shall not permit the Collateral or any part thereof to be affixed to or otherwise become a part of any real or personal property, without first making arrangements satisfactory to the Collateral Agent to protect the Collateral Agent’s security interest therein. During regular business hours and after reasonable notice to the CompanyBorrower, the Collateral Agent or and each of the Secured Party Banks (by any of its officers, employees, agents, representatives, or designees, including any Bank) shall have the right to inspect the Borrower's and each Subsidiary Guarantor's Collateral and to inspect and audit, all books, records, journals, orders, receipts, or other correspondence related thereto or to the Company’s business (and to make extracts or copies thereof as the Collateral Agent or the Secured Party may desire), ) and to inspect the premises upon which any of the Collateral is located, and to verify accounts with the Company’s customers and other account debtors located for the purpose of verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral; PROVIDED, includingHOWEVER, without limitationthat upon the occurrence of an Event of Default (unless waived in writing in accordance with Section 14.1), the conduct Agent and the Banks may exercise such access and other rights at any time the Agent or any Bank deems such action necessary or desirable. In addition to inspections as outlined above, the Agent or its designee shall have the right, upon reasonable notice to and consultation with the Borrower, to make test verifications of the Company’s business Accounts and its compliance with other Collateral and physical verifications of the terms Inventory and conditions of this Agreement and the Note. Each other tangible items of the Collateral at the expense of the Borrower and in any manner and through any commercially reasonable medium that the Agent considers advisable, and the Secured Party Borrower agrees to maintain furnish, and shall cause the confidentiality Subsidiary Guarantors to furnish, all such assistance and information as the Agent may require in connection therewith. The Borrower at its expense will prepare and deliver to the Agent at any time and from time to time promptly upon the Agent's request, the following reports: (a) a reconciliation of information obtained all its Accounts and the Subsidiary Guarantor's Accounts, (b) an aging of all its and the Subsidiary Guarantor's Accounts and accounts payable, (c) trial balances, and (d) a test verification of such Accounts as the Agent may request. The Agent shall deliver to each of the Banks copies of each audit report prepared pursuant to any such inspection, except that such information may be disclosed (i) to its directors, officers, employees, agents, advisors this Section 4.8 and all other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information reports prepared and instructed to keep such information confidential); (ii) delivered to the extent requested by any regulatory authority purporting to have jurisdiction over it; (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (iv) in connection with the exercise of any remedies hereunder or under any other loan document executed in connection herewith or any action or proceeding relating Agent pursuant to this Agreement or any other such loan document or the enforcement of rights hereunder or thereunder; (v) with the consent of the Company; or (vi) to the extent such information (A) becomes publicly available other than as a result of a breach of this section or (B) becomes available to the Collateral Agent or the Secured Party on a nonconfidential basis from a source other than the CompanySection 4.8.
Appears in 1 contract
Inspection; Verification. The Company shall make the Collateral available for inspection by the Collateral Agent or the Secured Party. The Company shall not permit the Collateral or any part thereof to be affixed to or otherwise become a part of any real or personal property, without first making arrangements satisfactory to the Collateral Agent to protect the Collateral Agent’s security interest therein. During regular business hours and after reasonable notice to the CompanyBorrower, and subject to the limitations set forth in Sections 2.9(d) and (g), the Collateral Agent or and each of the Secured Party Lenders (by any of its officers, employees, agents, representatives, or designees, including another Lender) shall have the right to inspect the Borrower's Collateral and to inspect and audit, all books, records, journals, orders, receipts, or other correspondence related thereto or to the Company’s business (and to make extracts or copies thereof as the Collateral Agent or the Secured Party may desire), request) and to inspect the premises upon which any of the Collateral is located, and to verify accounts with the Company’s customers and other account debtors located for the purpose of verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral; provided, includingthat, without limitationupon the occurrence of an Event of Default (unless waived in writing by the Required Lenders), the conduct Agent and the Lenders may exercise such access and other rights at any time the Agent or any Lender deems such action necessary or desirable. In addition to inspections as outlined above, the Agent or its designee shall have the right, upon reasonable notice to and consultation with the Borrower and subject to Section 5.6, to make test verifications of the Company’s business Accounts and its compliance with other Collateral and physical verifications of the terms Inventory and conditions of this Agreement and the Note. Each other tangible items of the Collateral at the expense of the Borrower and in any manner and through any commercially reasonable medium that the Agent considers advisable, and the Secured Party Borrower agrees to maintain furnish all such assistance and information as the confidentiality Agent may require in connection therewith. The Borrower at its expense will prepare and deliver to the Agent at any time and from time to time promptly upon the Agent's request, the following reports: (a) a reconciliation of information obtained pursuant to any all its Accounts, (b) trial balances, and (c) a test verification of such inspectionAccounts as the Agent may request, except provided, that the Agent may make such information may be disclosed request only at such time as (i) to its directors, officers, employees, agents, advisors and other representatives the aggregate amount of all Accounts exceeds One Million Dollars (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); $1,000,000) or (ii) an Event of Default has occurred and is continuing. The Agent shall deliver to each of the Lenders copies of each audit report prepared pursuant to this Section 4.9 and all other reports prepared and delivered to the extent requested by any regulatory authority purporting to have jurisdiction over it; (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (iv) in connection with the exercise of any remedies hereunder or under any other loan document executed in connection herewith or any action or proceeding relating Agent pursuant to this Agreement or any other such loan document or the enforcement of rights hereunder or thereunder; (v) with the consent of the Company; or (vi) to the extent such information (A) becomes publicly available other than as a result of a breach of this section or (B) becomes available to the Collateral Agent or the Secured Party on a nonconfidential basis from a source other than the CompanySection 4.9.
Appears in 1 contract
Samples: Credit and Security Agreement (Diy Home Warehouse Inc)
Inspection; Verification. The Company shall make the Collateral available for inspection by the Collateral Agent or the any Secured Party. The Company shall not permit the Collateral or any part thereof to be affixed to or otherwise become a part of any real or personal property, without first making arrangements satisfactory to the Collateral Agent to protect the Collateral Agent’s security interest therein. During regular business hours and after reasonable notice to the Company, the Collateral Agent or the any Secured Party (by any of its officers, employees, agents, representatives, or designees) shall have the right to inspect the Collateral and to inspect and audit, all books, records, journals, orders, receipts, or other correspondence related thereto or to the Company’s business (and to make extracts or copies thereof as the Collateral Agent or the such Secured Party may desire), to inspect the premises upon which any of the Collateral is located, and to verify accounts with the Company’s customers and other account debtors for the purpose of verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral, including, without limitation, the conduct of the Company’s business and its compliance with the terms and conditions of this Agreement and the NoteNotes. Each of the Collateral Agent and the each Secured Party agrees to maintain the confidentiality of information obtained pursuant to any such inspection, except that such information may be disclosed (i) to its directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); , (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it; it or him, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; , (iv) in connection with the exercise of any remedies hereunder or under any other loan document executed in connection herewith or any action or proceeding relating to this Agreement or any other such loan document or the enforcement of rights hereunder or thereunder; , (v) with the consent of the Company; Company or (vi) to the extent such information (A) becomes publicly available other than as a result of a breach of this section or (B) becomes available to the Collateral Agent or the any Secured Party on a nonconfidential basis from a source other than the Company.
Appears in 1 contract
Inspection; Verification. The Company shall make the Collateral available for inspection by the Collateral Agent or the Secured Party. The Company shall not permit the Collateral or any part thereof to be affixed to or otherwise become a part of any real or personal property, without first making arrangements satisfactory to the Collateral Agent to protect the Collateral Agent’s security interest therein. During regular business hours and after reasonable notice to the CompanyBorrower Representative, the Collateral Administrative Agent or the Secured Party (by any of its officers, employees, agentsAdministrative Agents, representatives, or designees, including a Bank) shall have the right right, at the applicable Pledging Borrower's expense, to inspect the Collateral and to inspect and audit, all books, records, journals, orders, receipts, or other correspondence related thereto or to the Company’s business (and to make extracts or copies thereof as the Collateral Administrative Agent or the Secured Party may desire), request) and to inspect the premises upon which any of the Collateral is located, and to verify accounts with the Company’s customers and other account debtors located for the purpose of verifying the amount, quality, quantity, value, and condition of, or any other matter relating to, the Collateral; provided, includinghowever, without limitationthat subject to the following proviso, the conduct aggregate number of such inspections shall not exceed one (1) in any calendar year; provided, further, that during any period commencing upon the occurrence of an Event of Default and continuing until such Event of Default no longer continues or has been waived in accordance with Section 14.1 hereof, the Administrative Agent may exercise such access and other rights, at the applicable Pledging Borrower's expense, at any time and as often as the Administrative Agent deems such action necessary or desirable. In addition to inspections as outlined above (and only to the extent exercised concurrently with such inspection and to a reasonable extent), the Administrative Agent or its designee shall have the right, upon reasonable notice to and consultation with the Borrower Representative, to make test verifications of the Company’s business Accounts and its compliance with other Collateral and physical verifications of the terms Inventory and conditions of this Agreement and the Note. Each other tangible items of the Collateral at the expense of the applicable Pledging Borrower and in any manner and through any commercially reasonable medium that the Administrative Agent considers advisable, and each of the Secured Party Pledging Borrowers agrees to maintain furnish all such assistance and information as the confidentiality Administrative Agent may require in connection therewith. Any inspection pursuant hereto shall, at the option of information obtained pursuant the applicable Pledging Borrower, occur in the presence of an officer of a Borrower. In addition, the Administrative Agent shall be entitled to any such inspectionconduct, except that such information may be disclosed at the Borrowers' expense, an (i) to its directors, officers, employees, agents, advisors inventory audit and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information receivable testing and instructed to keep such information confidential); (ii) an asset based field examination and collateral audit of each of the Borrowers, which shall be in each case conducted promptly after the Closing Date and shall otherwise be in substance satisfactory to the extent requested by any regulatory authority purporting to have jurisdiction over it; (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (iv) Administrative Agent, in connection with the exercise of any remedies hereunder or under any other loan document executed in connection herewith or any action or proceeding relating to this Agreement or any other such loan document or the enforcement of rights hereunder or thereunder; (v) with the consent of the Company; or (vi) to the extent such information (A) becomes publicly available other than as a result of a breach of this section or (B) becomes available to the Collateral Agent or the Secured Party on a nonconfidential basis from a source other than the Companyits reasonable discretion.
Appears in 1 contract
Samples: Credit and Security Agreement (Instron Lawrence Corp)
