Inventory Appraisals and Field Examinations Sample Clauses

Inventory Appraisals and Field Examinations. (a) (i) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with appraisals of Inventory that shall be in form and detail and from third-party appraisers reasonably acceptable to the Administrative Agent (each, an “Inventory Appraisal”) for the purpose of determining the amount of the Revolving Borrowing Base attributable to Inventory and the Administrative Agent may carry out, at the Borrower’s expense, one (1) Inventory Appraisal during any twelve (12) month period (it being understood and agreed that the Administrative Agent shall utilize all good faith efforts to defer any such Inventory Appraisal if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $72,000,000 and (y) 15.0% of the Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent shall, solely to the extent an updated Inventory Appraisal has not occurred within three (3) months of the relevant date of determination, or may, at any other time, carry out, at the Borrower’s expense, two (2) Inventory Appraisals during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrower’s expense, Inventory Appraisals as frequently as determined by the Administrative Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at the Lenders’ expense, one (1) additional Inventory Appraisal in any twelve (12) month period. In connection with any such Inventory Appraisal, the Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Revolving Borrowing Base, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein.
Sample 1
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Inventory Appraisals and Field Examinations. Sections 7.4(c) and (d) of the Credit Agreement are hereby deleted in their entirety and the following is substituted in their stead:
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Inventory Appraisals and Field Examinations. (a) Holdings shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with appraisals of Inventory that shall be in form and detail and from third-party appraisers reasonably acceptable to the Administrative Agent (each, an “Inventory Appraisal”) for the purpose of determining the amount of the Revolving Borrowing Base and FILO Borrowing Base attributable to Inventory and the Administrative Agent may carry out, at the Borrowers’ expense, (i) one (1) Inventory Appraisal during any twelve (12) month period; provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the greater of (x) $150,000,000 and (y) 15.0% of the Modified Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent may carry out, at the Borrowers’ expense, two (2) Inventory Appraisals during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may carry out, at the Borrowers’ expense, Inventory Appraisals as - 189 -
Sample 1
Inventory Appraisals and Field Examinations. Permit Agent or Agent’s representatives to (a) perform net orderly liquidation value appraisals, including, without limitation, desktop Collateral appraisals and full Collateral appraisals, in each case, as Agent deems appropriate in Agent’s Credit Judgment, and (b) conduct field examinations at Borrowers’ cost and expense as Agent deems appropriate in Agent’s Credit Judgment. The full Collateral appraisals under Section 9.17(a) will be performed on an annual basis at such time as Agent elects, provided that at any time after the occurrence and during the continuation of any Event of Default, Agent or Agent’s representatives may perform such appraisals at any time and as many times per year as Agent may request in its sole discretion. No Receivables or Inventory acquired pursuant to or in connection with a Permitted Acquisition (including Receivables or Inventory of a Subsidiary acquired in connection with a Permitted Acquisition) may be included in the calculation of the Formula Amount unless and until Agent has received the results of a field examination, collateral audit or appraisal in respect of such Receivables or Inventory, which is in form and substance acceptable to Agent.
Sample 1
Inventory Appraisals and Field Examinations. Permit Agent or Agent’s representatives to (a) perform net orderly liquidation value appraisals, including, without limitation, desktop Collateral appraisals and full Collateral appraisals, in each case, as Agent deems appropriate in Agent’s Credit Judgment, and (b) conduct field examinations at Borrowers’ cost and expense as Agent deems appropriate in Agent’s Credit Judgment. The appraisals or examinations under this Section 9.17 will be performed on an annual basis at such time as Agent elects; provided, that at any time after the occurrence and during the continuation of any Event of Default, Agent or Agent’s representatives may perform such appraisals or examinations at any time and as many times per year as Agent may request in its sole discretion.
Sample 1

Related to Inventory Appraisals and Field Examinations

  • Field Examinations At the Administrative Agent’s sole option, the Administrative Agent shall have completed its field examinations of the Borrower’s books and records, assets, and operations which examinations will be satisfactory to the Administrative Agent in its sole and absolute discretion.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory and related working capital matters and of the Borrower’s related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Inspections and Appraisals At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company’s properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company’s Books and Records, including management letters prepared by the Accountants, and (c) discuss with each Company’s directors, principal officers, and independent accountants, each Company’s business, assets, liabilities, financial condition, results of operations and business prospects. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

  • Agreements Regarding Collateral and Field Examination Reports (ll) Lien Releases;

  • Appraisals An appraisal of the related Mortgaged Property was conducted in connection with the origination of the Mortgage Loan, which appraisal is signed by an appraiser, who, to the Mortgage Loan Seller's knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan; in connection with the origination of the Mortgage Loan, each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the "Uniform Standards of Professional Appraisal Practice" as adopted by the Appraisal Standards Board of the Appraisal Foundation.

  • Site Visits and Inspections; Regulatory Examinations During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

  • Regulatory Examinations The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

  • 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. 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.

  • Examinations The Company has not received any notice that any Employee Benefit Plan is currently the subject of an audit, investigation, enforcement action or other similar proceeding conducted by any state or federal agency or authority.

  • Field The term “

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