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 with GAAP and all Requirements of Law, (ii) Law in form permitting financial statements conforming with GAAP to be derived therefrom and (iii) in which all material respects are made of all dealings and transactions in relation to its business and activities are recordedactivities. Each Following entry by such representatives into satisfactory nondisclosure agreements, each Company will permit any representatives designated by the Administrative Agent Agents 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 Agents 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); provided, all at such reasonable times and intervals and to such reasonable extent as that representatives of 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 Company shall be permitted to coordinate participate in any such discussions.
(b) Within 150 days after the visits end of each fiscal year of the Companies, at the reasonable written request of the Required Lenders, hold a meeting (at a mutually agreeable location, venue and inspections time or, at the option of individual the Required Lenders, by conference call, the costs of such venue or call to be paid by Borrowers) with all Lenders who choose to minimize inconvenienceattend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies.
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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 in all material respects with GAAP (or other applicable accounting standards) and all Requirements of Law, (ii) in form permitting Law of all financial statements conforming with GAAP to be derived therefrom transactions and (iii) in which the assets and business of each Company and its Restricted Subsidiaries 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 reflecting all payments received and paid (including, without limitation, funds received by or for the account of any Loan Party from deposit accounts of the other Companies). Each Company will permit any representatives designated by the Administrative Agent (who may be accompanied 972172.01-CHISR01A - MSW by any Agent or any Lender Lender) to visit and inspect the financial records and the property of such Company upon on no more than on two occasions per fiscal year so long as no Event of Default is continuing (at reasonable prior notice intervals, during regular normal business hours and within five Business Days after written notification of the same to the Designated Company, except that, during the continuance of an Event of Default, none of such restrictions shall be applicable) and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent (who may be accompanied by any Agent or any Lender 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 1 contract
Samples: Credit Agreement (Novelis Inc.)