INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrower.
(b) The Borrower, at its own expense, shall cause not less than One (1) physical inventory to be undertaken in each Twelve (12) month period during which this Agreement is in effect (the spacing of the scheduling of which inventories shall be subject to the Agent's discretion) conducted by such inventory takers as are satisfactory to the Agent and following such methodology as may be satisfactory to the Agent.
(i) The Borrower shall provide the Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the Borrower) within Twenty (20) days following the completion of such inventory.
(ii) The Borrower, within Forty Five (45) days following the completion of such inventory, shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by the Borrower) and shall post such results to the Borrower's stock ledger and, as applicable to the Borrower's other financial books and records.
(c) The Agent, in its discretion, if the Borrower is InDefault, may cause such additional inventories to be taken as the Agent determines (each, at the expense of the Borrower).
(d) The Agent contemplates conducting Four (4) appraisals of the Collateral (in each event, at the Borrower's expense) during any Twelve (12) month period during which this Agreement is in effect conducted by such appraisers as are satisfactory to the Agent, but in its discretion, may undertake additional such appraisals during such period. The Borrower acknowledges and agrees that the first such appraisal shall be performed, received and approved by the Agent no later than April 1, 2002.
(e) The Agent contemplates conducting Four (4) commercial finance field examinations (in each event, at the Borrower's expense) of the Borrower's books and records during any Twelve (12) month period during which this Agreement is in effect, but in its discretion, may undertake additional such audits during such period.
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may observe each inventory and any cycle count of the Collateral which is undertaken on behalf of any Loan Party. The Loan Parties shall conduct not less than one physical inventory, per Store and per warehouse, per Fiscal year. The Administrative Agent does not contemplate undertaking or requiring any additional physical inventories by or of the Loan Parties, provided, however, the Administrative Agent may do so if a Default has occurred and is continuing.
(i) On the Administrative Agent’s request, the Borrowers’ Representative shall provide the Administrative Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) within ten (10) days following the completion of such inventory.
(ii) The Borrowers’ Representative, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by any Loan Party) and shall post such results to the Loan Parties’ stock ledger and, as applicable to the Loan Parties’ other financial books and records .
(iii) The Administrative Agent, in its discretion, if a Default has occurred and is continuing, may cause such additional inventories to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties)
(b) The Administrative Agent may obtain appraisals of the Collateral, from time to time (in all events, at the Loan Parties’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent. As of the Closing Date, the Administrative Agent contemplates obtaining two (2) appraisals (in all events, at the Loan Parties’ expense) of the Loan Parties’ Inventory during any twelve (12) month period during which this Agreement is in effect, each conducted by such appraisers as are satisfactory to the Administrative Agent. In addition, the Administrative Agent may obtain additional appraisals at its own expense, provided, however, following the occurrence of an Event of Default, the Administrative Agent may cause additional such appraisals to be undertaken at the Loan Parties’ expense.
(c) The Administrative Agent contemplates conducting two (2) commercial finance audits (in each event, at the Loan Parties’ expense) of the Loan Parties’ books and records during any twelve (12) month period during which this Agreement is in ef...
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Lender shall be permitted, either directly or through agents retained for that purpose, after delivery of reasonable advance notice to the Lead Borrower, and at the Borrowers’ reasonable expense in each instance, to conduct during regular business hours such audits, inspections, and field examinations of the Borrowers’ books, records, and assets as the Lender, in its reasonable discretion, may determine are necessary and/or appropriate from time to time. The Lender contemplates conducting no more than 3 audits per year in accordance with the following schedule based upon the aggregate of Average Excess Availability and Qualified Cash and Cash Equivalents as of the end of the immediately preceding Fiscal quarter: Greater than $12,500,000 Up to one audit per year Greater than $4,000,000, but less than or equal to $12,500,000 Up to two audits per year Less than or equal to $4,000,000 Up to three audits per year The foregoing frequency of audits shall be reasonably adjusted quarterly as of the first day of each Fiscal quarter, based upon the aggregate of Average Excess Availability and Qualified Cash and Cash Equivalents for the immediately preceding Fiscal quarter; provided that the Borrowers shall not be obligated to pay for any such additional audits unless an Event of Default has occurred and is continuing Notwithstanding the foregoing, the Lender may cause additional audits to be undertaken as the Lender, in its reasonable discretion, otherwise deems necessary or appropriate, provided that the Borrowers shall not be obligated to pay for any such additional audits unless an Event of Default has occurred and is continuing. The Borrowers, subject to receipt of reasonable advance notice, during regular business hours shall cooperate with and assist the Lender, or its agents, in connection with the performance of any such audit, inspection, and field examination, which audit, inspection and field examination shall be subject to reasonable requirements of confidentiality, including requirements imposed by Applicable Law or contract.
(b) The Lender, at the reasonable expense of the Borrowers, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Borrower.
(c) The Borrowers shall obtain (at the Borrowers’ expense in all instances) financial or SKU based physical counts and/or inventories conducted by such inventory takers as are reasonably satisfact...
INVENTORIES, APPRAISALS, AND AUDITS. The Agent and each Lender, at the expense of the Borrower, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrower.
INVENTORIES, APPRAISALS, AND AUDITS. The Lender, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers.
INVENTORIES, APPRAISALS, AND AUDITS. Unless and until the Lender gives notice to the Borrower, the requirements of this Section 5-7 shall be satisfied by the Borrower's compliance with the cognate styled Section of the Tranche A Loan Agreement, and in all events, each of the limits (if any) on the number of events which may take place in any Twelve (12) month period, and each "cap" (if any) on costs and expenses for which the Borrower is obligated, as included in this Section 5-7 shall be applied as if the like event or payment of such costs and expenses, under such cognate styled Section of the Tranche A Loan Agreement had taken place or been made under this Section 5-7, it being the intention of the parties that the Borrower shall not be subjected to a doubling of the number of such events or of such costs and expenses by reason of the inclusion of such requirements in the Tranche A Loan Agreement and in this Section 5-7.
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Administrative Agent may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of any Borrower, provided that unless an Event of Default shall exist, in which case the Administrative Agent may so participate and/or observe at the Borrowers' expense, the Borrowers shall not be responsible for the costs and expenses of such participation and/or observation unless, at such time, Adjusted Excess Liquidity is less than $75,000,000.
(b) The Borrowers, at their own expense, shall cause not less than one (1) physical inventory of each of their store locations and delivery centers to be undertaken in each twelve
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Collateral Agent may, at the expense of the Borrowers, participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers.
(b) The Borrowers, at their own expense, shall cause each Store location to have not less than one (1) physical inventory in January of each year and one (1) in July of each year to be undertaken, consistent with current practice, while this Agreement is in effect (the scheduling of which shall be subject to the Collateral Agent's discretion), conducted by such inventory takers as are satisfactory to the Collateral Agent and following such methodology as may be satisfactory to the Collateral Agent.
(i) The Lead Borrower shall provide the Collateral Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers) within ten (10) days after its completion.
(ii) The Lead Borrower shall provide the Collateral Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by the Borrowers) to the Borrowers' books and records within thirty (30) days following the completion of such inventory.
INVENTORIES, APPRAISALS, AND AUDITS. The Borrowers, at their own expense, shall cause physical inventories to be conducted in a manner consistent with the Borrowers' practices and methodology employed during Fiscal 1999 and the results of such inventories provided to the Agent, as follows:
INVENTORIES, APPRAISALS, AND AUDITS. (a) The Agent and each Lender, at the expense of the Borrowers, may observe, at the
