Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them. (b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties for such purposes.
Appears in 2 contracts
Samples: Loan and Security Agreement (Movado Group Inc), Loan and Security Agreement (Movado Group Inc)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or SubsidiaryObligor, inspect, audit and make extracts from any Borrower’s or SubsidiaryObligor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or SubsidiaryObligor’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; providedObligor. To the extent any appraisal or other information is shared by Agent or a Lender with any Obligor, such Obligor acknowledges that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers acknowledge that all inspections, appraisals and reports are it was prepared by Agent and Lenders for their purposes, purposes and Borrowers Obligors shall not be entitled to rely upon themit. The Agent shall provide each Co-Collateral Agent with all final Collateral appraisals and audit reports promptly after the Agent’s receipt thereof.
(b) Reimburse Agent for all reasonable and documented out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three (x) other than those times described in clause (y), once per Loan Year; and Year or (iiy) appraisals of Inventory up to two at all times per Loan Year; provided, however, that, in during the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and twelve (12) month period following any date that Excess Availability for the immediately preceding a period of ninety five (905) consecutive days has been greater Business Days, is less than 30% of the product lesser of (A) 0.25, multiplied by the aggregate Commitments at such time and (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) Aggregate Borrowing Base at such examinationstime, up to two times per Loan Year; and (ii) appraisals of Inventory (x) other than those times described in clause (y), once per Loan Year or (y) at all times during the twelve (12) month period following any date that Excess Availability for a period of five (5) consecutive Business Days, is less than 30% of the lesser of (A) the aggregate Commitments at such appraisals time and (B) the Aggregate Borrowing Base at such time, up to one time two times per Loan Year; (iii) appraisals of Eligible Real Estate, in form and detail reasonably satisfactory to Agent, (x) at all times other than those described in clause (y), once per Loan Year if so requested by Agent or (y) at all times during the twelve (12) month period following any date that Excess Availability for a period of five (5) consecutive Business Days is less than 15% of the lesser of (x) the aggregate Commitments at such time and (y) the Aggregate Borrowing Base at such time, twice per Loan Year if so requested by Agent; and (iv) environmental assessment reports as Agent deems appropriate in its reasonable discretion, with respect to the Eligible Real Estate of the Obligors; provided, furtherhowever, that (x) during the occurrence and continuance of an Event of Default, the Agent may conduct any examinations and appraisals in its reasonable discretion without regard to any such limits and (y) if an any examination or appraisal is initiated during the occurrence and continuance of an Event of Default, all reasonable and documented out-of-pocket charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to Obligors shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesactivities in connection with the foregoing, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (but no more than once per fiscal quarter at Borrower’s expense, except when a Default or during the continuance of an Event of Default exists) Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or any Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Borrower or any Borrower Borrowing Base Guarantor to make any inspection, nor to share any results of any inspection, appraisal or report with Borrower or any Borrower; provided, that the results of inspections, appraisals Borrowing Base Guarantor. Borrower and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers each Borrowing Base Guarantor acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers neither Borrower nor any Borrowing Base Guarantor shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan YearInventory; provided, however, that, in that absent the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 occurrence and Availability for the immediately preceding period continuance of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges(a) field examinations shall not be undertaken more than once in each Fiscal Year except if (i) Availability falls below the greater of 17.5% of the Line Cap at such time and $175,000,000 and (ii) more than 120 days have elapsed since the date of the last field examination, costs then one additional field examination may be undertaken and expenses therefor (b) appraisals and other audits of Collateral shall not be reimbursed by Borrowers without regard undertaken more than once in each Fiscal Year except if Availability falls below the greater of 17.5% of the Line Cap at such time and $175,000,000, then one additional appraisal or other audit of Collateral may be undertaken; provided that notwithstanding the foregoing Agent may conduct, at the expense of Agent and the Lenders, one additional appraisal or other audit of Collateral during each Fiscal Year to such limitsthe extent Agent deems appropriate in its sole discretion. Subject to and without limiting the foregoing, Borrowers Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesfield examinations, and shall pay the standard charges of Agent’s internal appraisal groupgroup as well as the charges of any third party used for such purposes. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp)
Inspections; Appraisals. (a) Permit Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable prior notice and normal business hours, to visit and inspect the Properties of any Borrower or any Restricted Subsidiary, inspect, audit and make extracts from any Borrower’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or and Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate ; provided, however, that unless an Event of Default has occurred and is continuing, only one visit in any such visit or inspection, at their own expensecalendar year shall be permitted. Neither Administrative Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyBorrower or any Restricted Subsidiaries. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Administrative Agent and Lenders for their purposes, and Borrowers Obligor’s shall not be entitled to rely upon them.
(b) Reimburse Agent for all Each Borrower shall, and shall cause each Restricted Subsidiary to, permit Administrative Agent, upon reasonable chargesprior notice, costs and expenses of Agent in connection with (i) examinations of to examine any Obligor’s or Restricted Subsidiary’s books and records or any other financial or Collateral matters as Administrative Agent reasonably deems appropriate, up to three times per Loan Year; including appraisals of Inventory and field collateral examinations (i) which appraisals of Inventory shall only occur during the occurrence and continuation of any Event of Default if any Loans are outstanding and (ii) appraisals of Inventory up which field collateral examinations shall be limited to two (A) one time per any 12-month period or (B) 2 times per Loan Year; provided, however, that, in any 12-month period if any Loans are outstanding and either (I) for a period of 5 consecutive Business Days Excess Availability is less than 20% of the event Line Cap during such 12-month period at any time of measurement or (II) the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than Measurement Period ending on the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum last day of the Accounts Formula Amountmost recent Fiscal Quarter shall be less than 1.00 to 1.00; provided, plus however, that none of the Inventory Formula Amount, minus foregoing limits shall apply if an examination is initiated during the Availability Reserve, each Borrower occurrence and continuation of any Event of Default. Each Obligor shall, and shall cause each Restricted Subsidiary to, reimburse Administrative Agent for all reasonable and documented charges, costs and expenses of Administrative Agent in connection with foregoing examinations and appraisals (i) such examinationsincluding any inspections made pursuant to Section 10.1.1(a)), up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically Obligors agree to pay Administrative Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including reasonable and shall pay the standard documented charges of for Administrative Agent’s internal examination and appraisal groupgroups and the reasonable and documented out-of-pocket charges of any third party used for such purposes. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor reasonably satisfactory to use third parties for such purposesAdministrative Agent.
Appears in 1 contract
Inspections; Appraisals. (a) Permit Agent Lender from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower Obligor or Subsidiary, inspect, audit and make extracts from any BorrowerObligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such BorrowerObligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may ; provided that, so long as no Default or Event of Default is continuing, the Borrower Agent shall have been given the opportunity to participate in any such visit or inspection, at their own expensediscussions with independent accountants. Neither Agent nor any Lender shall not have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Borrowers Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent Lender for all reasonable its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender deems appropriate, up to three appropriate but in no event more frequently than (x) two (2) times per Loan YearYear so long as Excess Availability (as evidenced by the most recently delivered Borrowing Base Certificate) is greater than $15,000,000 and (y) three (3) times per Loan Year if Excess Availability (as evidenced by the most recently delivered Borrowing Base Certificate) is less than or equal to $15,000,000; and (ii) appraisals of Inventory up to two times (x) one (1) time per Loan YearYear so long as Excess Availability (as evidenced by the most recently delivered Borrowing Base Certificate) is greater than $10,000,000 or (y) at Lender’s request if Excess Availability (as evidenced by the most recently delivered Borrowing Base Certificate) is less than or equal to $10,000,000, or there is in existing Event of Default; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an a Default or Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay AgentLender’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of AgentLender’s internal examination and appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at groups, as well as the charges of any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties party used for such purposes.
Appears in 1 contract
Inspections; Appraisals. (a) Permit Subject in all cases to Section 10.1.1(b) below, permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Non-Borrower or Subsidiary, inspect, audit and make extracts from any BorrowerObligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such BorrowerObligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal appraisal, or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals appraisals, and reports are prepared by Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them.. Borrower Agent shall be entitled to elect that Agent perform appraisals at reasonable times and with reasonable frequency, all at the expense of the Borrowers; and
(b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent reasonably deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, furtherhowever, that if an at any time Availability is less than the greater of (A) 20.0% of the Revolver Commitments and (B) $30,000,000, Agent may elect to conduct one additional examination during the following twelve month period and all charges, costs and expenses relating thereto shall be reimbursed by Borrowers without regard to such limits; and (ii) appraisals of Equipment (including Eligible Vehicles, Eligible Containers and Compactors and Eligible Other Equipment, in each case whether or not constituting Eligible Equipment) up to one time per Loan Year; provided, however, that if at any time Availability is less than the greater of (A) 22.5% of the Revolver Commitments and (B) $33,750,000, Agent may elect to conduct one additional appraisal of all Equipment (including Eligible Vehicles, Eligible Containers and Compactors and Eligible Other Equipment, in each case whether or not constituting Eligible Equipment) during the following twelve month period and all charges, costs, and expenses relating thereto shall be reimbursed by Borrowers without regard to such limits; and provided further that with respect to any examination, audit or appraisal is initiated by the Agent during the continuance of an Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard including charges of for Agent’s internal examination and appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at groups, as well as the charges of any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties party used for such purposes.
Appears in 1 contract
Samples: Loan and Security Agreement (Casella Waste Systems Inc)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three times one time per Loan YearYear if Revolver Loans are outstanding for more than 5 consecutive Business Days during such period and up to one time per each 18 month period if no Revolver Loans are outstanding for more than 5 consecutive Business Days during such period; and (ii) appraisals of Obligors’ Inventory and Equipment up to two times one appraisal of Inventory and Equipment per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater Year if Revolver Loans are outstanding for more than 1.25 to 1.0 5 consecutive Business Days during such period and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Yeareach 18 month period if no Revolver Loans are outstanding for more than 5 consecutive Business Days during such period; provided, further, that if an examination or appraisal is initiated during an a Default or Event of DefaultDefault or during a Loan Year in which a Due Diligence Trigger Period exists or existed, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal groupany third party used for such purposes. This Section No Dutch Borrowing Base or U.S. Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor satisfactory to use third parties for such purposesAgent.
Appears in 1 contract
Samples: Loan and Security Agreement (Super Micro Computer, Inc.)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or SubsidiaryObligor, inspect, audit and make extracts from any Borrower’s or SubsidiaryObligor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or SubsidiaryObligor’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expenseexpense and any reimbursement of Agent’s expenses shall be subject to Section 10.1.1(b). Neither Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable reasonable, documented, out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate in its Permitted Discretion, up to three times once per Loan YearYear if Availability is equal to or greater than 40% of the aggregate Borrowing Base, twice per Loan Year if Availability is at any time during such Loan Year less than 40% of the aggregate Borrowing Base but greater than 10% of the aggregate Borrowing Base (it being understood that Agent may make or refrain from making such examinations in its sole discretion if Revolver Usage is at any time during such Loan Year less than 10% of the aggregate Borrowing Base); and (ii) appraisals of Inventory conducted at any time Revolver Usage is greater than $0 (excluding Letters of Credit in an aggregate amount not exceeding $10,000,000), up to two times once per Loan YearYear and twice per Loan Year if Availability is at any time during such Loan Year less than 25% of the aggregate Borrowing Base but greater than 10% of the aggregate Borrowing Base (it being understood that Agent may make or refrain from making such appraisals in its sole discretion if Revolver Usage is at any time during such Loan Year less than 10% of the aggregate Borrowing Base); provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an a Default or Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limitslimits as to the frequency of any such examination or appraisal. Subject to and without limiting the foregoing, Borrowers specifically Obligors agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard including charges of for Agent’s internal examination and appraisal groupgroups, as well as the charges of any third party used for such purposes; provided, however, notwithstanding anything to the contrary in this Agreement, (x) all costs and expenses for the examinations described in clause (b)(i) hereof and all costs and expenses for the appraisals of Inventory described in clause (b)(ii) hereof shall be consistent with those obtained prior to the Closing Date and otherwise consistent with Agent’s past practices. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor reasonably satisfactory to use third parties for such purposesAgent.
Appears in 1 contract
Samples: Loan Agreement (Guess Inc)
Inspections; Appraisals. (a) Permit Keep its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP in all material respects and permit Agent from time to time, subject (except when a Default or unless an Event of Default exists) to reasonable prior notice and during normal business hours, to visit and inspect the Properties of any Borrower Obligor or Restricted Subsidiary, inspect, audit and make extracts from any BorrowerObligor’s or Restricted Subsidiary’s books and records, and and, subject to paragraph (b) below, discuss with its officers, employees, agents, advisors and independent accountants such BorrowerObligor’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations; provided, however, the Obligors shall, absent a continuing Event of Default, be given the opportunity to be present at any communications with their accountants. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them.. Xxxxxxxx – Loan, Security and Guaranty Agreement #53354946
(b) Reimburse Agent for all reasonable its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three one (1) time per Loan Year (or two (2) times per Loan YearYear during any time in which Availability is less than the greater of (A) $15,500,0008,000,000 and (B) 25% of the Borrowing Base); and (ii) appraisals of Inventory up to one (1) time per Loan Year (or two (2) times per Loan YearYear during any time in which Availability is less than the greater of (A) $15,500,0008,000,000 and (B) 25% of the Borrowing Base); provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limitslimits on examinations and appraisals (it being understood that any such examination once commenced, may be completed at Borrowers’ expense notwithstanding the cessation of such Event of Default). Subject to and without limiting the foregoing, Borrowers specifically agree to Obligors shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal groupany third party used for such purposes. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor satisfactory to use third parties for such purposesAgent.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s 's or Subsidiary’s 's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s 's or Subsidiary’s 's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors' books and records or any other financial or Collateral matters as Agent it deems appropriate, up to three times 1 time per Loan Year; and (ii) appraisals of Inventory Inventory, up to two times 1 time per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of that (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and Borrowers shall cause each Subsidiary to, reimburse Agent for all reasonable its charges, costs costs, and expenses of Agent in connection with a second such examination (as described in clause 10.1.1(b)(i)) in any Loan Year and a second (or in Agent’s discretion a third) such appraisal of Inventory in any Loan Year to the extent any such additional examination or appraisal is initiated at a time when Excess Availability is less than the greater of: (i) such examinationsan amount equal to 15% of the Borrowing Base for five consecutive Business Days, up to two times per Loan Year; and or (ii) such appraisals up to one time per Loan Year$26,250,000 for five consecutive Business Days; provided, and provided further, that however, if an examination or appraisal is initiated during an a Default or Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to shall pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard charges of Agent’s internal appraisal groupany third party used for such purposes. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition (except for the COKeM Acquisition), or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor satisfactory to use third parties for such purposes.Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Adara Acquisition Corp.)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or SubsidiaryObligor, inspect, audit and make extracts from any Borrower’s or Subsidiary’s Obligor's books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s Obligor's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expenseexpense and any reimbursement of Agent’s expenses shall be subject to Section 10.1.1(b). Neither Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable reasonable, documented, out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s 's books and records or any other financial or Collateral matters as Agent deems appropriateappropriate in its Permitted Discretion, up to three times once per Loan YearYear if Availability is equal to or greater than 40% of the aggregate Borrowing Base, twice per Loan Year if Availability is at any time during such Loan Year less than 40% of the aggregate Borrowing Base but greater than 10% of the aggregate Borrowing Base and at Agent’s discretion if Availability is at any time during such Loan Year less than 10% of the aggregate Borrowing Base; and (ii) appraisals of Inventory conducted at any time Revolver Usage is greater than $0 (excluding Letters of Credit in an aggregate amount not exceeding $10,000,000), up to two times once per Loan YearYear and twice per Loan Year if Availability is at any time during such Loan Year less than 25% of the aggregate Borrowing Base; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an a Default or Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Obligors without regard to such limitslimits as to the frequency of any such examination or appraisal. Subject to and without limiting the foregoing, Borrowers specifically Obligors agree to pay Agent’s 's then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, including charges for Agent's internal examination and shall pay appraisal groups, as well as the standard charges of any third party used for such purposes; provided, however, notwithstanding anything to the contrary in this Agreement, (x) all costs and expenses for the examinations described in clause (b)(i) hereof and all costs and expenses for the appraisals of Inventory described in clause (b)(ii) hereof shall be consistent with those obtained prior to the Closing Date and otherwise consistent with Agent’s internal appraisal grouppast practices. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor reasonably satisfactory to use third parties for such purposesAgent.
Appears in 1 contract
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Borrower Parent or Subsidiaryits Subsidiaries, inspect, audit and make extracts from any BorrowerParent’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such BorrowerParent’s or such Subsidiary’s business, financial condition, assets, prospects assets and results of operationsoperations (it being understood that, except when an Event of Default exists, a representative of Parent shall be allowed to be present in any discussions with independent accountants). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Parent or any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with Parent or any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Parent and Borrowers shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three two (2) times per Loan Year (provided, that if at all times during such Loan Year, Availability measured as of each month-end (as reflected in the Loan Account) is greater than or equal to 40% of the Borrowing Base, Borrowers shall be obligated to only reimburse Agent for one (1) such examination conducted during such Loan Year); and (ii) appraisals of Inventory up to two (2) times per Loan Year (provided, that if at all times during any Loan Year, the Inventory Formula Amount is less than 10% of the Borrowing Base and Availability measured as of each month-end (as reflected in the Loan Account)is greater than 10% of the Borrowing Base, Borrowers shall be obligated to only reimburse Agent for one (1) such appraisal conducted during such Loan Year); provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during the existence of an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Parent and Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
Appears in 1 contract
Inspections; Appraisals. (a) Permit Agent from time to time, subject (but no more than once per fiscal quarter at Borrower’s expense, except when a Default or during the continuance of an Event of Default exists) Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or any Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Borrower or any Borrower Borrowing Base Guarantor to make any inspection, nor to share any results of any inspection, appraisal or report with Borrower or any Borrower; provided, that the results of inspections, appraisals Borrowing Base Guarantor. Borrower and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers each Borrowing Base Guarantor acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers neither Borrower nor any Borrowing Base Guarantor shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan YearInventory; provided, however, that, in that absent the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 occurrence and Availability for the immediately preceding period continuance of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges(a) field examinations shall not be undertaken more than once in each Fiscal Year except (x) if (i) Availability (A) falls below the greater of 70% of the aggregate Revolver Commitments at such time and $900,000,000 and (B) is greater than or equal to the greater of 17.5% of the aggregate Revolver Commitments at such time and $200,000,000 and (ii) more than 180 days have elapsed since the date of the last field examination, costs then an additional field examination may be undertaken or (y) if (i) Availability falls below the greater of 17.5% of the aggregate Revolver Commitments at such time and expenses therefor $200,000,000 and (ii) more than 120 days have elapsed since the date of the last field examination, then an additional field examination may be undertaken and (b) appraisals and other audits of Collateral shall not be reimbursed by Borrowers without regard to such limitsundertaken more than (x) twice in each Fiscal Year during which a Dominion Period has not occurred and (y) three times in each Fiscal Year during which a Dominion Period has occurred. Subject to and without limiting the foregoing, Borrowers Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesfield examinations, and shall pay the standard charges of Agent’s internal appraisal groupgroup as well as the charges of any third party used for such purposes. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
Appears in 1 contract
Samples: Loan and Security Agreement (Ak Steel Holding Corp)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (but no more than once per fiscal quarter at Borrower’s expense, except when a Default or during the continuance of an Event of Default exists) Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or any Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Borrower or any Borrower Borrowing Base Guarantor to make any inspection, nor to share any results of any inspection, appraisal or report with Borrower or any Borrower; provided, that the results of inspections, appraisals Borrowing Base Guarantor. Borrower and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers each Borrowing Base Guarantor acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers neither Borrower nor any Borrowing Base Guarantor shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan YearInventory; provided, however, that, in that absent the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 occurrence and Availability for the immediately preceding period continuance of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges(a) field examinations shall not be undertaken more than once in each Fiscal Year except (x) if (i) Availability (A) falls below the greater of 70% of the aggregate Revolver Commitments at such time and $700,000,000 and (B) is greater than or equal to the greater of 17.5% of the aggregate Revolver Commitments at such time and $175,000,000 and (ii) more than 180 days have elapsed since the date of the last field examination, costs then an additional field examination may be undertaken or (y) if (i) Availability falls below the greater of 17.5% of the aggregate Revolver Commitments at such time and expenses therefor $175,000,000 and (ii) more than 120 days have elapsed since the date of the last field examination, then an additional field examination may be undertaken and (b) appraisals and other audits of Collateral shall not be reimbursed by Borrowers without regard to such limitsundertaken more than (x) twice in each Fiscal Year during which a Dominion Period has not occurred and (y) three times in each Fiscal Year during which a Dominion Period has occurred. Subject to and without limiting the foregoing, Borrowers Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesfield examinations, and shall pay the standard charges of Agent’s internal appraisal groupgroup as well as the charges of any third party used for such purposes. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
Appears in 1 contract
Samples: Loan and Security Agreement (Ak Steel Holding Corp)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (but no more than once per fiscal quarter at Borrower’s expense, except when a Default or during the continuance of an Event of Default exists) Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or any Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers acknowledge Borrower acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers Borrower shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan YearInventory; provided, however, that, in that absent the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 occurrence and Availability for the immediately preceding period continuance of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges(a) field examinations shall not be undertaken more than once in each Fiscal Year except (x) if (i) Availability (A) falls below the greater of 70% of the aggregate Revolver Commitments at such time and $700,000,000 and (B) is greater than or equal to the greater of 17.5% of the aggregate Revolver Commitments at such time and $175,000,000 and (ii) more than 180 days have elapsed since the date of the last field examination, costs then an additional field examination may be undertaken or (y) if (i) Availability falls below the greater of 17.5% of the aggregate Revolver Commitments at such time and expenses therefor $175,000,000 and (ii) more than 120 days have elapsed since the date of the last field examination, then an additional field examination may be undertaken and (b) appraisals and other audits of Collateral shall not be reimbursed by Borrowers without regard to such limitsundertaken more than (x) twice in each Fiscal Year during which a Dominion Period has not occurred and (y) three times in each Fiscal Year during which a Dominion Period has occurred. Subject to and without limiting the foregoing, Borrowers Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesfield examinations, and shall pay the standard charges of Agent’s internal appraisal groupgroup as well as the charges of any third party used for such purposes. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
Appears in 1 contract
Samples: Loan and Security Agreement (Ak Steel Holding Corp)
Inspections; Appraisals. (a) Permit Agent Lender from time to time, subject to (except when a Default or an Event of Default exists) to reasonable no less than 15 days’ advance written notice and during normal business hours, to visit and inspect the Properties of any Borrower the Obligors or Subsidiary, inspect, audit and make extracts from any BorrowerTopco’s or Subsidiary’s its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such BorrowerObligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall not have any duty to any Borrower Obligor to make any inspection, nor or to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers The Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders Lender for their its purposes, and Borrowers the Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent Lender for all its reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent Lender deems reasonably appropriate, up to three once per Loan Year (or two times per Loan YearYear during any time in which Availability is less than 15% of the Revolver Commitment for 3 consecutive days; and (ii) appraisals of Inventory Inventory, up to two times once per Loan YearYear (or twice per Loan Year during any time in which Availability is less than 15% of the Revolver Commitment for 3 consecutive days); provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers Borrower without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree each Obligor agrees to pay AgentLender’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of AgentLender’s internal examination and appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at groups, as well as the charges of any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties party used for such purposes. No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside of the Ordinary Course of Business until completion of applicable field examinations and appraisals, the results of which shall be satisfactory to Lender in its Permitted Discretion, which shall not count toward the appraisals and examination limits set forth above.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Select Interior Concepts, Inc.)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower Obligor or Subsidiary, inspect, audit and make extracts from any BorrowerObligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such BorrowerObligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense; provided that, so long as no Default or Event of Default has occurred and is continuing, (i) Borrower Agent shall be notified in advance of and shall have the right to participate in discussions with the advisors and independent accountants; and (ii) such visits and inspections shall occur no more frequently than once each Fiscal Quarter other than a Field Exam in connection with a Permitted Acquisition. Neither Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable charges, costs and reasonable out of pocket expenses of Agent in connection with (i) examinations Field Exams of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three four times per Loan Year; and (ii) appraisals of Inventory up to two three times per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an a Default or Event of DefaultDefault (or solely with respect to Accounts or Inventory acquired in an Acquisition), such examination or appraisal shall not count towards such limits and all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers Obligors without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically Obligors agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay including the standard charges of Agent’s internal examination and appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at groups, as well as the charges of any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties party used for such purposes.
Appears in 1 contract
Samples: Loan and Security Agreement (Installed Building Products, Inc.)
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or SubsidiaryObligor, inspect, audit and make extracts from any Borrower’s or SubsidiaryObligor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or SubsidiaryObligor’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expenseexpense and any reimbursement of Agent’s expenses shall be subject to Section 10.1.1(b). Neither Agent nor any Lender shall have any duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable reasonable, documented, out-of-pocket charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriateappropriate in its Permitted Discretion, up to three times once per Loan YearYear if Availability is equal to or greater than 40% of the aggregate Borrowing Base, twice per Loan Year if Availability is at any time during such Loan Year less than 40% of the aggregate Borrowing Base but greater than 10% of the aggregate Borrowing Base (it being understood that Agent may make or refrain from making such examinations in its sole discretion if Revolver Usage is at any time during such Loan Year less than 10% of the aggregate Borrowing Base); and (ii) appraisals of Inventory conducted at any time Revolver Usage is greater than $0 (excluding Letters of Credit in an aggregate amount not exceeding $10,000,000), up to two times once per Loan YearYear and twice per Loan Year if Availability is at any time during such Loan Year less than 25% of the aggregate Borrowing Base but greater than 10% of the aggregate Borrowing Base (it being understood that Agent may make or refrain from making such appraisals in its sole discretion if Revolver Usage is at any time during such Loan Year less than 10% of the aggregate Borrowing Base); provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an a Default or Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers Xxxxxxxx without regard to such limitslimits as to the frequency of any such examination or appraisal. Subject to and without limiting the foregoing, Borrowers specifically Obligors agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard including charges of for Agent’s internal examination and appraisal groupgroups, as well as the charges of any third party used for such purposes; provided, however, notwithstanding anything to the contrary in this Agreement, (x) all costs and expenses for the examinations described in clause (b)(i) hereof and all costs and expenses for the appraisals of Inventory described in clause (b)(ii) hereof shall be consistent with those obtained prior to the Closing Date and otherwise consistent with Agent’s past practices. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor reasonably satisfactory to use third parties for such purposesAgent.
Appears in 1 contract
Samples: Loan Agreement (Guess Inc)
Inspections; Appraisals. (a) Permit Agent from time to timetime during normal business hours, subject (except when unless a Default or Event of Default exists) to reasonable notice and normal business hoursprior notice, at the expense of the Secured Parties except as provided in Section 10.1.1(b), to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender Secured Parties shall have any no duty to any Borrower Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower; provided, that the results of inspections, appraisals and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third partyObligor. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable its charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s Obligors’ books and records or any other financial or Collateral matters as Agent it deems appropriate, once per any 12 month period (or up to three two times per Loan Yearduring any 12 month period if at any time during such 12 month period Adjusted Availability is less than 15% of the Line Cap); and (ii) appraisals of Inventory Inventory, once per any 12 month period (or up to two times per Loan Year; provided, however, that, in the event the Consolidated Fixed Charge Coverage Ratio during any 12 month period if at any time during such 12 month period Adjusted Availability is greater less than 1.25 to 1.0 and Availability for the immediately preceding period of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum 15% of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan YearLine Cap); provided, further, that if no Letters of Credit with an aggregate face amount greater than $10,000,000 are outstanding and there are no Loans outstanding (other than Loans made to pay unused line fees, fees with respect to Letters of Credit and Agent’s reimbursable fees and expenses, in each case, which are repaid by Borrowers within 5 Business Days after the applicable Loan is made), in each case, at any time during any 12 month period, Borrowers shall not be required to reimburse Agent for any field examination or appraisal conducted during such 12 month period; provided, further that if an examination or appraisal is initiated during an a Default or Event of Default, all reasonable charges, costs and expenses therefor relating thereto shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any the forgoing examination activities, including charges for its internal examination and shall pay appraisal groups, as well as the standard out of pocket charges of Agent’s internal appraisal groupany third party used for such purposes. This Section No Borrowing Base calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course of Business until completion of applicable field examinations and appraisals (which shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion included in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (iilimits provided above) at any other time in its reasonable determination, nor satisfactory to use third parties for such purposesAgent.
Appears in 1 contract
Inspections; Appraisals. (a) Permit Agent from time to time, subject (but no more than once per fiscal quarter at Borrower’s expense, except when a Default or during the continuance of an Event of Default exists) Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or any Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Borrower or any Borrower Borrowing Base Guarantor to make any inspection, nor to share any results of any inspection, appraisal or report with Borrower or any Borrower; provided, that the results of inspections, appraisals Borrowing Base Guarantor. Borrower and reports conducted by a third party on Agent’s behalf may be made available to Borrowers in accordance with the internal policies and procedures of such third party. Borrowers each Borrowing Base Guarantor acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers neither Borrower nor any Borrowing Base Guarantor shall not be entitled to rely upon them.
(b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan YearInventory; provided, however, that, in that absent the event the Consolidated Fixed Charge Coverage Ratio is greater than 1.25 to 1.0 occurrence and Availability for the immediately preceding period continuance of ninety (90) consecutive days has been greater than the product of (A) 0.25, multiplied by (B) the lesser of (1) the aggregate amount of Revolver Commitments or (2) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to two times per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges(a) field examinations shall not be undertaken more than once in each Fiscal Year except (x) if (i) Availability (A) falls below the greater of 70% of the aggregate Revolver Commitments at such time and $900,000,000 and (B) is greater than or equal to the greater of 17.5% of the aggregate Revolver Commitments at such time and $200,000,000 and (ii) more than 180 days have elapsed since the date of the last field examination, costs then an additional field examination may be undertaken or (y) if (i) Availability falls below the greater of 17.5% of the aggregate Revolver Commitments at such time and expenses therefor $200,000,000 and (ii) more than 120 days have elapsed since the date of the last field examination, then an additional field examination may be undertaken and (b) appraisals and other audits of Collateral shall not be reimbursed by Borrowers without regard to such limitsundertaken more than (x) twice in each Fiscal Year during which a Dominion Period has not occurred and (y) three times in each Fiscal Year during which a Dominion Period has occurred. Subject to and without limiting the foregoing, Borrowers Borrower specifically agree agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activitiesfield examinations, and shall pay the standard charges of Agent’s internal appraisal groupgroup as well as the charges of any third party used for such purposes. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determinationdiscretion, nor to use third parties for such purposes.
(c) On or prior to October 31, 2014 (or such later date as may be approved by the Agent in its reasonable discretion), Borrower shall deliver to Agent an appraisal and field examination with respect to the Accounts and Inventory acquired pursuant to the Severstal Acquisition reasonably satisfactory to Agent. For the avoidance of doubt, obtaining the field examinations and appraisals in connection with the Severstal Acquisition or the joinder of any additional Borrower or Borrowing Base Guarantor shall not count against the expense or number of appraisal limitations set forth in clause (b) above.
Appears in 1 contract
Samples: Loan and Security Agreement (Ak Steel Holding Corp)
