Intellectual Property Appraisals. Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) to visit the properties of the Loan Parties to conduct periodic Intellectual Property appraisals at the Borrower’s expense; provided, however,
Intellectual Property Appraisals. Furnish to the Lenders within -------------------------------- sixty (60) days of the Effective Date, appraisals, at the sole cost and expense of the Borrowers, reasonably satisfactory to the Agents, of all trademarks acquired by or otherwise transferred to Xxxx-Xx from the Sellers pursuant to the Xxxx-Xx Purchase Documents, such appraisals to be performed by an appraisal firm acceptable to the Agents on an "orderly liquidation value" basis.
Intellectual Property Appraisals. Section 7.01(p) of the -------------------------------- Financing Agreement is hereby amended by deleting the number "sixty (60)" at the beginning of the second line thereof and substituting in its place "ninety (90)".
Intellectual Property Appraisals. Upon reasonable prior notice and at any mutually agreeable reasonable time during normal business hours and from time to time, permit the Collateral Agent and/or any representatives designated by the Collateral Agent (including any consultants, accountants and lawyers retained by the Collateral Agent) to visit the properties of the Loan Parties to conduct periodic Intellectual Property appraisals at the Borrower’s expense (which permitted Intellectual Property appraisals may be conducted by the Collateral Agent in its sole discretion and shall be conducted by the Collateral Agent upon the request the Required Lenders); provided, however, (A) subject to clauses (B) and (C) below, only one such appraisal shall be permitted at the Borrower’s expense in any twelve month period; (B) in the event that ABL Excess Availability is less than the greater of (x) twenty-fivefifteen percent (25.015%) of the ABL Borrowing Base (calculated without giving effect to the Term Pushdown Reserve) and (y) $50,000,00045,000,000 , in any such case for threefive (35) consecutive Business Days in any twelve month period, two such Intellectual Property appraisals shall be permitted at the Borrower’s expense in such twelve month period; and (C) notwithstanding the limitations set forth in the foregoing clauseclauses (A), and (B), (x) additional Intellectual Property appraisals shall be permitted (x) at the Borrower’s expense if a Specified Event of Default has occurred and is continuing, at the sole discretion of anythe Collateral Agent, xxxxx (y) one additional Intellectual Property appraisal in any twelve month period shall be permitted at the Lenders’ expense as anythe Collateral Agent or the Required Lenders in its or their reasonable discretion deems necessary or appropriate. The Intellectual Property appraisal described in Section 3.01(a)(xii) shall not be included in the determination of whether Intellectual Property appraisals may be undertaken pursuant to this Section 5.01(f)(iii). Any Intellectual Property appraisal conducted pursuant to this Section 5.01(f)(iii) shall be conducted by an appraiser set forth on Schedule 5.01(f)(iii) hereto, or such other appraiser that is reasonably satisfactory to the Borrower and each Agent and the Required Lenders.
Intellectual Property Appraisals. Upon Term Loan Agent’s request, Borrowers and Guarantors shall, at their expense to the extent provided by Section 9.20(f) hereof, deliver or cause to be delivered to Term Loan Agent and Agent written appraisals as to the Intellectual Property, in form, scope and methodology reasonably acceptable to Term Loan Agent and by an appraiser reasonably acceptable to Term Loan Agent, addressed to Term Loan Agent and upon which Term Loan Agent, Agent and Lenders are expressly permitted to rely as follows: (a) so long as EBITDA of Borrowers and their Subsidiaries on a consolidated basis calculated each month on a trailing twelve (12) month basis is equal to or less than $22,500,000, no more than one (1) such written appraisal in any twelve (12) month period, and (b) if a Default or an Event of Default exists or has occurred and is continuing, such number of written appraisals as Term Loan Agent may request; provided, that, at any time or times as Term Loan Agent may request, at Term Loan Agent’s expense, Term Loan Agent may arrange to have appraisals conducted as to the Intellectual Property.
Intellectual Property Appraisals. Section 9.16 of the Credit Agreement is amended and restated in its entirety as follows:
Intellectual Property Appraisals. As soon as practicable but in any event not later than November 30, 1996, the Borrowers will deliver to the Co-Agents appraisals of NordicTrack's trade names and trademarks performed by a third party mutually agreed upon by the Co-Agents and the Borrowers and such appraisals shall be in form and substance satisfactory to the Co-Agents.
Intellectual Property Appraisals. At the Credit Parties’ expense and following the Administrative Agent’s request, the Credit Parties shall permit and shall enable the Administrative Agent to obtain, for delivery to the Administrative Agent and the Lenders with respect to Intellectual Property owned by the Credit Parties, Acceptable Appraisals or other appraisal reports, in the Administrative Agent’s Permitted Discretion from Appraisers, including, without limitation of scope, the then Net Orderly Liquidation Value of all or any portion of the Intellectual Property owned by the Credit Parties; provided that the Credit Parties shall not be required to incur, in any twelve (12) month period, the costs and expenses of more than one (1) Acceptable Appraisal or other appraisal report unless an Event of Default has occurred and is continuing, in which case, there shall be no limit on the number of Acceptable Appraisals or other appraisal reports of any type made at the expense of the Credit Parties.
