Maintaining Records; Access to Properties and Inspections; Annual Meetings. Keep proper books of record and account (i) in which full, true and correct entries in conformity with all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which of all dealings and transactions in relation to its business and activities are recorded. Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company upon reasonable prior notice during regular business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants), all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Lender may request; provided that in the absence of an Event of Default, no more than one such visit for the Administrative Agent and the Lenders will be permitted in a year. So long as no Default or Event of Default has occurred and is continuing, Borrower shall be permitted to coordinate the visits and inspections of individual Lenders to minimize inconvenience.
Appears in 6 contracts
Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Loan Agreement (Mattress Firm Holding Corp.)
Maintaining Records; Access to Properties and Inspections; Annual Meetings. Keep proper books of record and account (and cause each of the Companies to keep the same) (i) in which full, true and correct entries are made in conformity with all Requirements of LawLaw in all material respects, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which of all material dealings and transactions in relation to its business and activities are recorded. Each Company Borrower will permit any representatives designated by the Administrative Agent (or any Lender Lender, if accompanying such representatives of the Administrative Agent) to visit and inspect the its financial records (and those of the property of such Company Companies) upon reasonable prior notice and at a mutually acceptable time during regular business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent (or any Lender Lender, if accompanying such representatives of the Administrative Agent) to discuss the affairs, finances, accounts and condition of Borrower (or any Company of the Companies) with and be advised as to the same by the officers and employees thereof and advisors therefor (including independent accountants), all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Lender may request; provided that in the absence of an Event of Defaultprovided, no more than one such visit for the Administrative Agent and the Lenders will be permitted in a year. So that, so long as no Default or Event of Default has occurred and is continuing, Borrower the Administrative Agent and the Lenders shall be permitted to coordinate the visits exercise of such rights through the Administrative Agent and inspections shall not be entitled to exercise the foregoing rights more than once in any calendar year at the expense of individual Lenders to minimize inconveniencethe Borrower, on a collective basis.
Appears in 2 contracts
Samples: Credit Agreement (Express Parent LLC), Credit Agreement (Express Parent LLC)
Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account (i) in which full, true and correct entries in conformity in all material respects with normal and prudent business practices and all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which Law are made of all dealings and transactions in relation to its business and activities are recordedactivities, including, without limitation, proper records of intercompany transactions) with full, true and correct entries in all material respects reflecting all payments received and paid (including, without limitation, funds received by or for the account of the Borrower from deposit accounts of the other Group Members). Each Company Group Member will permit any representatives designated by the Administrative either Agent or any Lender to visit and inspect the financial records and the property of such Company upon Group Member, with reasonable prior notice notice, at reasonable times during regular normal business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative either Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company Group Member with the officers and employees thereof and advisors therefor (including independent accountants); provided, all at however, that (i) such reasonable times and intervals and visits shall be subject to such reasonable extent as the Administrative Agent or rights of any Lender may request; tenant leasing the relevant property (provided that in the absence Borrower shall use its commercially reasonable efforts to accommodate such visits subject to the rights of such tenant) and (ii) (x) no more than one (1) such inspection shall occur during any Fiscal Year at the Borrower’s expense, (y) following the occurrence and during the continuation of an Event of Default, no more than one such visit for frequently at the Administrative Agent Collateral Agent’s reasonable request and at the Lenders will be permitted in expense of the Borrower and (iii) a year. So long as no Default or Event representative of Default has occurred and is continuing, the Borrower shall be permitted given the opportunity to coordinate be present for any communication with the visits and inspections of individual Lenders to minimize inconvenienceindependent public accountants.
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Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account (i) in which full, true and correct entries in conformity with GAAP and in all material respects with all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which Law are made of all dealings and transactions in relation to its business and activities are recordedactivities. Each Company will permit any representatives designated by the Administrative Agent or any Lender (through the Administrative Agent) to visit and inspect the financial records and the property of such Company upon at reasonable times during normal business hours with reasonable prior notice during regular business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (through the Administrative Agent) to discuss (other than privileged information or confidential information about individual patients) the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants), all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Lender may request; provided that in (i) this Section 5.07(a) shall not apply to HMO Subsidiaries to the absence extent prohibited by any Requirements of an Event Law, (ii) a representative of DefaultBorrower shall be given the opportunity to be present for any communication with the Borrower's independent accountants, no (iii) the Loan Parties shall not be required to pay the expenses of more than one such visit for the Administrative Agent and the Lenders will be permitted in a year. So long as no Default or inspection during any fiscal year unless any Event of Default has occurred and is continuing, Borrower continuing and (iv) each Lender shall be permitted to at times coordinate with Administrative Agent the frequency and timing of any such visits and inspections of individual Lenders so as to reasonably minimize inconveniencethe burden imposed on the Loan Parties.
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Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account (i) in which full, true and correct entries in conformity with GAAP and in all material respects with all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which Law are made of all dealings and transactions in relation to its business and activities are recordedactivities. Each Company will permit any representatives designated by the Administrative Agent or any Lender (through the Administrative Agent) to visit and inspect the financial records and the property of such Company upon at reasonable times during normal business hours with reasonable prior notice during regular business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (through the Administrative Agent) to discuss (other than privileged information or confidential information about individual patients) the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants), all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Lender may request; provided that in (i) this Section 5.07(a) shall not apply to HMO Subsidiaries to the absence extent prohibited by any Requirements of an Event Law, (ii) a representative of DefaultBorrower shall be given the opportunity to be present for any communication with Borrower's independent accountants, no (iii) the Loan Parties shall not be required to pay the expenses of more than one such visit for the Administrative Agent and the Lenders will be permitted in a year. So long as no Default or inspection during any fiscal year unless any Event of Default has occurred and is continuing, Borrower continuing and (iv) each Lender shall be permitted to at times coordinate with Administrative Agent the frequency and timing of any such visits and inspections of individual Lenders so as to reasonably minimize inconveniencethe burden imposed on the Loan Parties.
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Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account (i) in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which Law are made of all material dealings and transactions in relation to its business and activities are recordedactivities. Each Company Borrower will permit any representatives designated by the Administrative Agent or Co-Collateral Agents (including any Lender Lender) to visit and inspect the financial records and the property of such Company upon Borrower, with reasonable prior notice (except during regular an Event of Default, when no notice shall be required), at reasonable times during normal business hours and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company Borrower with the officers and employees thereof and advisors therefor (including independent accountants) (other than information which is subject to attorney-client privilege or would result in a breach of a confidentiality obligation of the Borrowers to any other Person); provided, all however, that (i) (x) no more than one such inspection shall occur during any fiscal year at such reasonable times the Borrowers’ expense, (y) following the occurrence and intervals and to such reasonable extent as during the Administrative Agent or any Lender may request; provided that in the absence continuation of an Event of Default, no more than one such visit for frequently at the Administrative Agent Agent’s request and at the Lenders will expense of the Borrowers (in which event there shall be permitted in no limitation on inspections), and (ii) a year. So long as no Default or Event representative of Default has occurred and is continuing, the Borrower shall be permitted given the opportunity to coordinate be present for any communication with the visits and inspections of individual Lenders to minimize inconvenienceindependent public accountants.
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Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account (i) in which full, true and correct entries in conformity with GAAP and all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which Law are made of all dealings and transactions in relation to its business and activities are recordedactivities. Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company upon at reasonable prior notice during regular business hours times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants), all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or any Lender may request; provided that in the absence of an Event of Default, (i) no more than one such visit for the Administrative Agent and the Lenders will be permitted in a yearyear at the Borrower’s expense and (ii) if Borrower pays for a Lender to visit the Borrower in connection with the meeting described in Section 5.07(b), then Borrower shall not be required to pay for an additional visit by such Lender pursuant to this Section 5.07(a). So long as no Default or Event of Default has occurred and is continuing, Borrower shall be permitted to coordinate the visits and inspections of individual Lenders to minimize inconvenience.
Appears in 1 contract
Samples: Credit Agreement (On Assignment Inc)
Maintaining Records; Access to Properties and Inspections; Annual Meetings. (a) Keep proper books of record and account (i) in which full, true and correct entries in conformity with GAAP and all Requirements of Law, (ii) in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which Law are made of all dealings and transactions in relation to its business and activities are recordedactivities. Each Company will permit any representatives designated by the Administrative Agent or any Lender (in the case of a Lender, unless reimbursed pursuant to Section 10.03(a)(ii), at the expense of such Lender) to visit and inspect the financial records and and, subject to the right of any tenants, the property of such Company at reasonable times and upon reasonable prior written notice during regular business hours and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender (it being understood that the Loan Parties and their Subsidiaries shall have the right to have one or more of their employees or other agents accompany such representatives) to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants), all at such reasonable times in each case, other than (i) materials and intervals affairs protected by attorney-client privilege and to such reasonable extent as (ii) unless the Administrative Agent or any such Lender agrees to be bound by such confidentiality obligations, materials which such Company may request; provided that in the absence not disclose without violation of an Event of Default, no more than one such visit for the Administrative Agent and the Lenders will be permitted in a year. So long as no Default or Event of Default has occurred and is continuing, Borrower shall be permitted to coordinate the visits and inspections of individual Lenders to minimize inconvenienceconfidentiality obligations binding upon it.
Appears in 1 contract
Samples: Credit Agreement (USA Mobility, Inc)