Right of Access and Inspection. With respect to any event described in Section 6.9(a) or if an Event of Default has occurred and is continuing: (i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties at reasonable times for the purposes of observing the applicable Oil and Gas Properties. Such access shall include, at the reasonable request of Lead Investor, access to relevant documents and employees of each Note Party and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party or relevant portion thereof, as reasonably requested by Lead Investor, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties. (ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ interests and rights under the Note Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any Default or Event of Default of any Note Party or impose any liability on the Administrative Agent or any of the Holders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Properties, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders owe no duty of care to protect any Note Party or any other Person against, or to inform any Note Party or any other Person of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Properties. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Party, or to any other Person if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Party prior notice of such disclosure and afford such Note Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Party without advice or assistance from Administrative Agent.
Appears in 3 contracts
Samples: Note Purchase Agreement (Energy & Exploration Partners, Inc.), Note Purchase Agreement (Energy & Exploration Partners, Inc.), Note Purchase Agreement (Energy & Exploration Partners, Inc.)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.9(a), or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Company or any Restricted Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties facilities of the Company or any Restricted Subsidiary at reasonable times for the purposes of observing the applicable Oil and Gas Propertiessuch facilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Company and its Restricted Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party such facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Propertiesfacility.
(ii) any Any observations, tests or investigations of the Oil and Gas Properties facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Propertiesfacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Propertiesfacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 3 contracts
Samples: Amendment Agreement (Cit Group Inc), Credit and Guaranty Agreement (Cit Group Inc), Credit and Guaranty Agreement (Cit Group Inc)
Right of Access and Inspection. With respect to (i) After the receipt by the Administrative Agent or any event Lender of any notice of the type described in Section 6.9(a9.01(i), or (ii) or if an Event of Default has occurred and is continuing:
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties at reasonable times for the purposes of observing the applicable Oil and Gas Properties. Such access shall includethen, at the reasonable request of Lead Investorthe Administrative Agent, access the Company will prepare an environmental report with respect to relevant documents any matter disclosed pursuant to Section 9.01(i) or, if an Event of Default has occurred and employees is continuing with respect to any facility of each Note any Credit Party or any Subsidiary thereof (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and to their outside representativesbuilding materials, in, on or under any owned or operated facilities unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the extent necessary to obtain necessary information related to the event at issueAdministrative Agent. If an Event of Default has occurred and is continuing, or if the Note Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party or relevant portion thereof, as reasonably requested by Lead Investor, including the preparation of a Phase I Company does not prepare an Environmental Report or such other sampling or analysis as determined to be necessary under conduct the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Party does not undertake such requested tests and investigations in a reasonably timely manner following the request of the Administrative Agentmanner, the Administrative Agent may hire may, upon prior notice to the Company, retain an independent engineerenvironmental consultant, at the Note Credit Parties’ expense, to prepare an Environmental Report and conduct such tests sampling as it reasonably concludes is commercially reasonable and investigationsnecessary. The Credit Parties and their respective Subsidiaries will provide the Administrative Agent and its consultants with access to the facilities during normal business hours in order to complete any necessary inspections or sampling in accordance with this Section 9.06(c). The Administrative Agent will make all commercially reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Propertiesfacility.
(ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ interests and rights under the Note Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (cSection 9.06(c)(i) shall not constitute a waiver of any Default default by the Credit Parties or Event of Default of any Note Party or their respective Subsidiaries and shall not impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any site visit, observation, test or investigation by or on behalf of the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Propertiesfacilities, or that there has been or will be compliance with any Environmental Law Law, and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither Without express written authorization, which shall not be unreasonably withheld, neither any Note Credit Party nor any other Person is party shall be entitled to rely on any site visit observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition Environmental Condition affecting any of the Facilities or any other Oil and Gas Propertiesfacilities. The Administrative Agent may, may in its sole discretion, reasonable discretion disclose to the applicable Note Partyany Credit Party or, or to any other Person if so required by law, to any third party, any report or findings made as a result of, or in connection with, its observationsany site visit, tests observation, testing or investigationsinvestigation by the Administrative Agent. If a request is made of the Administrative Agent reasonably believes that it is legally required to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor use its reasonable efforts to give the applicable Note Party Company prior notice of such disclosure and afford such Note Party the Company the opportunity to object or defend against such disclosure at its own and sole cost; provided, that that, the failure of the Administrative Agent to give any such notice or afford such Note Party the Company the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any site visit, observation, test testing or investigation disclosed to such Note Party, by the Administrative Agent and that such reporting requirements are site and fact-specific specific, and are to be evaluated by such Note Credit Party without advice or assistance from the Administrative Agent. Nothing contained in this Section 9.06(c)(ii) shall be construed as releasing the Administrative Agent or the Lenders from any liability to the extent incurred as a result of their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).
(iii) If counsel to any Credit Party or any of their respective Subsidiaries reasonably determines that provision to the Administrative Agent of a document otherwise required to be provided pursuant to this Section 9.06 (or any other provision of this Agreement or any other Credit Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then the Credit Parties or their respective Subsidiaries shall not be obligated to deliver such document to the Administrative Agent but shall provide the Administrative Agent with a notice identifying the author and recipient of such document and generally describing the contents of the document. Upon request of the Administrative Agent, the Credit Parties and their respective Subsidiaries shall take all reasonable steps necessary to provide the Administrative Agent with the factual information contained in any such privileged document.
Appears in 2 contracts
Samples: Abl Credit Agreement (CVR Refining, LP), Abl Credit Agreement (CVR Energy Inc)
Right of Access and Inspection. With respect to any event described in Section 6.9(a5.9(b) or if an Event of Default has occurred and is continuing:
(i) the The Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties properties at reasonable times for the purposes of observing the applicable Oil and Gas Propertiesproperties. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Loan Party and to their outside representatives, to the extent reasonably necessary to obtain necessary information related to the property or event at issue. If Administrative Agent believes that a breach of this Section 5.9 has occurred or is occurring, or an Event of Default has occurred and is continuingoccurred, the Note Loan Parties shall conduct such assessments, tests and investigations on the Oil and Gas Properties properties of the affected Note Loan Party or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultantanalysis. If an Event of Default has occurred and is continuingoccurred, and if a Note Loan Party does not undertake such assessments, tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Loan Parties’ expense, to conduct such assessments, tests and investigations. The Administrative Agent will make all commercially reasonable efforts to conduct any such assessments, tests and investigations so as to avoid unduly interfering with the operation of the Oil and Gas Propertiesproperties.
(ii) The Loan Parties will provide environmental assessments, audits and tests upon reasonable request by the Administrative Agent in connection with any future acquisitions of any Properties.
(iii) Any assessments, observations, tests or investigations of the Oil and Gas Properties properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Loan Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (cSection 5.9(c) shall not constitute a waiver of any Default or Event of Default of any Note Loan Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Propertiesproperties, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Loan Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Loan Party or any other Person against, or to inform any Note Loan Party or any other Person of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Propertiesproperties. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Loan Party, or to any other Person if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Loan Party prior notice of such disclosure and afford such Note Loan Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Loan Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Loan Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Loan Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Loan Party without advice or assistance from Administrative Agent. If counsel to any Loan Party reasonably determines that provision to Administrative Agent of a document otherwise required to be provided pursuant to this Section 5.9 (or any other provision of this Agreement or any other Loan Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then such Loan Party shall not be obligated to deliver such document to Administrative Agent but shall provide Administrative Agent with a notice identifying the author and recipient of such document and generally describing the contents of the document. Upon request of Administrative Agent, such Loan Party shall take all reasonable steps necessary to provide Administrative Agent with the factual information contained in any such privileged document.
Appears in 2 contracts
Samples: Credit Agreement, Term Loan Credit Agreement
Right of Access and Inspection. With respect to any event described in Section 6.9(a5.9(a) that would reasonably be expected to require investigation or remediation pursuant to Environmental Laws, or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Holdings or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times and upon prior written notice, for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Holdings and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default relating to an environmental matter that is subject of Section 4.14 or 5.9(a) has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default relating to an environmental matter that is subject of Section 4.14 or 5.9(a) has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacility.
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities Facilities; provided, that the failure of Administrative Agent to so protect or inform any Credit Party or any other Oil and Gas Propertiesparty shall not result in any liability to Administrative Agent except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Administrative Agent’s bad faith, gross negligence or willful misconduct. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent by any Governmental Authority to disclose any such report or finding that is non-public to any third partyparty (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such Governmental Authority), then the then, unless specifically prohibited by Environmental Law, Administrative Agent shall endeavor make reasonable efforts to give notify the applicable Note Credit Party prior notice of to such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to Administrative Agent except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Administrative Agent’s bad faith, gross negligence or willful misconduct. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Vonage Holdings Corp), Second Lien Credit and Guaranty Agreement (Vonage Holdings Corp)
Right of Access and Inspection. With respect to any event described in Section 6.9(a5.9(a) that would reasonably be expected to require investigation or remediation pursuant to Environmental Laws, or if an Event of Default has occurred and is continuing:, or if Note Agent reasonably believes that Holdings or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Note Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times and upon prior written notice, for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorNote Agent, access to relevant documents and employees of each Note Party Holdings and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default relating to an environmental matter that is subject of Section 4.14 or 5.9(a) has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorNote Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default relating to an environmental matter that is subject of Section 4.14 or 5.9(a) has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Note Agent, the Administrative Note Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Note Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacility.
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Note Agent shall be solely for the purpose of protecting the Holders’ security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Note Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Note Agent or any of the Holders. In no event will any observation, test or investigation by or on behalf of the Administrative Note Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Note Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Note Agent. The Administrative Note Agent and the Holders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities Facilities; provided, that the failure of Note Agent to so protect or inform any Credit Party or any other Oil and Gas Propertiesparty shall not result in any liability to Note Agent except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Note Agent’s bad faith, gross negligence or willful misconduct. The Administrative Note Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Note Agent by any Governmental Authority to disclose any such report or finding that is non-public to any third partyparty (other than any such request in connection with any examination of the financial condition or other routine examination of such Holder by such Governmental Authority), then the Administrative then, unless specifically prohibited by Environmental Law, Note Agent shall endeavor make reasonable efforts to give notify the applicable Note Credit Party prior notice of to such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Note Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to Note Agent except to the Administrative extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Note Agent’s bad faith, gross negligence or willful misconduct. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Note Agent.
Appears in 1 contract
Samples: Third Lien Note Purchase Agreement (Vonage Holdings Corp)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.9(a), or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Holdings or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil Facilities and Gas Propertiestheir compliance with the terms of this Agreement. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Holdings and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as is reasonably determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacility.
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.9(a), or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Company or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Company and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other any sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties.Facility
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole reasonable discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Syntax-Brillian Corp)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.9(a), or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Holdings or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Holdings and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties.Facility
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Proliance International, Inc.)
Right of Access and Inspection. (i) With respect to any event described in Section 6.9(amatter disclosed pursuant to subsection (a) above, or if an Event of Default has occurred and is continuing:
(i) , or if Administrative Agent reasonably believes either that NewPageHoldCo or any of its Subsidiaries has breached any representation, warranty or covenant contained in Sections 4.14 or 5.9 of this Agreement or that there has been a material violation of Environmental Laws at any Facility or by NewPageHoldCo or any of its Subsidiaries at any other location, for the purposes of protecting the Lenders’ security interests and rights under the Credit Documents, the Administrative Agent and its representatives shall have the right, but not the obligation or dutyobligation, upon at any reasonable notice time and after reasonable notice, to enter into and observe the applicable Oil condition and Gas Properties at reasonable times for the purposes of observing the applicable Oil and Gas Properties. Such access shall include, at the reasonable request of Lead Investor, access to relevant documents and employees of each Note Party and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Parties shall conduct such tests and investigations on the Oil and Gas Properties operations of the affected Note Party or relevant portion thereof, as reasonably requested by Lead Investor, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacilities.
(ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ interests and rights under the Note Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any Default default by NewPageHoldCo or Event of Default of any Note Party or Subsidiary and shall not impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test site visit or investigation observation by or on behalf of the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Party Without express written authorization, neither NewPageHoldCo nor any other Person is party shall be entitled to rely on any observation, test site visit observation or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Party NewPageHoldCo or any other Person party against, or to inform any Note Party NewPageHoldCo or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, may in its sole discretion, discretion disclose to the applicable Note PartyNewPageHoldCo, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observationsany site visit, tests observation, or investigationsinvestigation by the Administrative Agent. If a request is made of the Administrative Agent is required to disclose any such report or finding to any third partyparty pursuant to law, then the Administrative Agent shall endeavor to give the applicable Note Party prior provide NewPageHoldCo prompt written notice of such disclosure and afford such Note Party NewPageHoldCo the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford such Note Party NewPageHoldCo the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Party NewPageHoldCo acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any observationsite visit, test observation or investigation disclosed to such Note Party, by the Administrative Agent and that such reporting requirements are site and fact-specific specific, and are to be evaluated by such Note Party NewPageHoldCo without advice or assistance from the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (NewPage CORP)
Right of Access and Inspection. With respect to any event described in Section 6.9(a5.9(b) or if an Event of Default has occurred and is continuing:
(i) the The Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties properties at reasonable times for the purposes of observing the applicable Oil and Gas Propertiesproperties. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Loan Party and to their outside representatives, to the extent reasonably necessary to obtain necessary information related to the property or event at issue. If Administrative Agent believes that a breach of this Section 5.9 has occurred or is occurring, or an Event of Default has occurred and is continuing, the Note Loan Parties shall conduct such assessments, tests and investigations on the Oil and Gas Properties properties of the affected Note Loan Party or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultantanalysis. If an Event of Default has occurred and is continuing, and if a Note Loan Party does not undertake such assessments, tests and investigations in a reasonably timely manner following the reasonable request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Loan Parties’ expense, to conduct such assessments, tests and investigations. The Administrative Agent will make all commercially reasonable efforts to conduct any such assessments, tests and investigations so as to avoid unduly interfering with the operation of the Oil and Gas Propertiesproperties.
(ii) The Loan Parties will provide environmental assessments, audits and tests upon reasonable request by the Administrative Agent in connection with any future acquisitions of any Properties.
(iii) Any assessments, observations, tests or investigations of the Oil and Gas Properties properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Loan Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (cSection 5.9(c) shall not constitute a waiver of any Default or Event of Default of any Note Loan Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Propertiesproperties, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Loan Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Loan Party or any other Person against, or to inform any Note Loan Party or any other Person of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Propertiesproperties. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Loan Party, or to any other Person if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Loan Party prior notice of such disclosure and afford such Note Loan Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Loan Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Loan Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Loan Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Loan Party without advice or assistance from Administrative Agent. If counsel to any Loan Party reasonably determines that provision to Administrative Agent of a document otherwise required to be provided pursuant to this Section 5.9 (or any other provision of this Agreement or any other Loan Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, then such Loan Party shall not be obligated to deliver such document to Administrative Agent but shall provide Administrative Agent with a notice identifying the author and recipient of such document and generally describing the contents of the document. Upon request of Administrative Agent, such Loan Party shall take all reasonable steps necessary to provide Administrative Agent with the factual information contained in any such privileged document.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Viking Energy Group, Inc.)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) or 5.9(a), if an Event of Default has occurred and is continuing, if the Administrative Agent reasonably believes that the Company or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.9, 4.12, 5.8 or 5.9) or otherwise in the discretion of the Administrative Agent:
(i) the The Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead Investorthe Administrative Agent, access to relevant documents and employees of each Note Party the Company and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead Investorthe Administrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, continuing and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, or, in the absence of an Event of Default, in the discretion of the Administrative Agent, without requesting that the Credit Parties undertake such investigation, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacility.
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from the Administrative Agent.
Appears in 1 contract
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.8(a), or if an Event of Default has occurred and is continuing, or if Administrative Agent reasonably believes that Company or any Subsidiary has breached any representation, warranty or covenant related to environmental matters:
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Company and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note The Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other any sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties.Facility
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole reasonable discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Debtor in Possession Credit and Guaranty Agreement (Syntax-Brillian Corp)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.9(a), or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Company or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Company and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report Environmental Assessment or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties.Facility
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the HoldersLenders’ security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.9(a), or if an Event of Default has occurred and is continuing:, or if Administrative Agent reasonably believes that Company or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Sections 4.11, 4.14, 5.8 or 5.9):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party Company and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ ' expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacility.
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Credit Documents. The exercise or non-exercise of the Administrative Agent’s 's rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Right of Access and Inspection. With respect to any event described in Section 6.9(a) 5.8(a), or if an Event of Default has occurred and is continuing:, or if Agent reasonably believes that Holdings or any Subsidiary has breached any representation, warranty or covenant related to environmental matters (including those contained in Section 3.11 or 5.8):
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties Facilities at reasonable times for the purposes of observing the applicable Oil Facilities and Gas Propertiestheir compliance with the terms of this Agreement. Such access shall include, at the reasonable request of Lead InvestorAgent, access to relevant documents and employees of each Note Party Holdings and its Subsidiaries and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Credit Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party Facilities or relevant portion thereof, as reasonably requested by Lead InvestorAgent, including the preparation of a Phase I Report or such other sampling or analysis as is reasonably determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Credit Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Credit Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties.Facility
(ii) any Any observations, tests or investigations of the Oil and Gas Properties Facilities by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ Lenders security interests and rights under the Note Loan Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any Default or Event of Default default of any Note Credit Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Credit Party nor any other Person party is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Credit Party or any other Person party against, or to inform any Note Credit Party or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Credit Party, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Credit Party prior notice of such disclosure and afford such Note Credit Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Credit Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Credit Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Credit Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Credit Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Handleman Co /Mi/)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) or if an Event of Default has occurred and is continuing:
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Domestic Oil and Gas Properties at reasonable times for the purposes of observing the applicable Domestic Oil and Gas Properties. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent, access to relevant documents and employees of each Note Party and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Parties shall conduct such tests and investigations on the Domestic Oil and Gas Properties of the affected Note Party or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Domestic Oil and Gas Properties.
(ii) any observations, tests or investigations of the Domestic Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ interests and rights under the Note Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection Subsection (c) shall not constitute a waiver of any Default or Event of Default of any Note Party or impose any liability on the Administrative Agent or any of the Holders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Domestic Oil and Gas Properties, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders owe no duty of care to protect any Note Party or any other Person against, or to inform any Note Party or any other Person of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Domestic Oil and Gas Properties. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Party, or to any other Person if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Party prior notice of such disclosure and afford such Note Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Note Purchase Agreement (Osage Exploration & Development Inc)
Right of Access and Inspection. With respect to any event described in Section 6.9(a) or if an Event of Default has occurred and is continuing:
(i) the Administrative Agent and its representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil and Gas Properties at reasonable times for the purposes of observing the applicable Oil and Gas Properties. Such access shall include, at the reasonable request of the Lead Investor, access to relevant documents and employees of each Note Party and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Parties shall conduct such tests and investigations on the Oil and Gas Properties of the affected Note Party or relevant portion thereof, as reasonably requested by the Lead Investor, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas Properties.
(ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ interests and rights under the Note Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any Default or Event of Default of any Note Party or impose any liability on the Administrative Agent or any of the Holders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Properties, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders owe no duty of care to protect any Note Party or any other Person against, or to inform any Note Party or any other Person of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Properties. The Administrative Agent may, in its sole discretion, disclose to the applicable Note Party, or to any other Person if so required by law, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent to disclose any such report or finding to any third party, then the Administrative Agent shall endeavor to give the applicable Note Party prior notice of such disclosure and afford such Note Party the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of Administrative Agent to give any such notice or afford such Note Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Party acknowledges that it may be obligated to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Note Purchase Agreement (Energy & Exploration Partners, Inc.)
Right of Access and Inspection. With respect to any event described in Section 6.9(a6.10(a) or if an Event of Default with respect to an environmental matter has occurred and is continuing, at the sole cost and expense of the Borrower:
(i) Administrative Agent, the Administrative Agent Lenders and its their respective representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil Properties and Gas Properties Facilities leased or owned by Borrower or its Subsidiaries at reasonable times for the purposes of observing the applicable Oil such Properties and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent or the Lenders, access to relevant documents and employees of each Note Loan Party and to their outside representatives, to the extent as reasonably necessary to obtain necessary information related to the event at issue. If an Event of Default with respect to an environmental matter has occurred and is continuing, the Note Parties shall Loan Parties, in their sole discretion, may choose to conduct such tests and investigations on the Oil Properties and Gas Properties leased or owned Facilities of the affected Note Loan Party or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent or the Lenders, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default with respect to an environmental matter has occurred and is continuing, and if a Note Loan Party does not undertake such tests and investigations in a reasonably timely manner following the request of Administrative Agent or the Administrative AgentLenders, the Administrative Agent may hire an independent engineer, at the Note Loan Parties’ expense, to conduct such tests and investigations, which shall be conducted in a commercially reasonable manner. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacilities.
(ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the HoldersLenders’ interests and rights under the Note Loan Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (cSection 6.10(c) shall not constitute a waiver of any Default or Event of Default of any Note Loan Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Properties, or that there has been or will be compliance with any Environmental Law Law, and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Loan Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Loan Party or any other Person against, or to inform any Note Party or any other Person of, against any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Properties. The Administrative Agent mayshall, in its sole discretionif requested by any Loan Party, disclose to the applicable Note Loan Party, or and may disclose to any other Person if so required by lawlaw or other obligation, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent is required under law to disclose any such report or finding to any third partyGovernmental Authority, then the Administrative Agent shall endeavor to the extent possible give the applicable Note Loan Party prior notice of such disclosure and afford such Note Loan Party the opportunity to object or defend against such disclosure at its own and sole costcost if such process is available; provided, that the failure of Administrative Agent to give any such notice or afford such Note Loan Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Loan Party acknowledges that it may be obligated under law to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Loan Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Loan Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Second Lien Credit Agreement (U.S. Well Services, Inc.)
Right of Access and Inspection. With respect to any event described in Section 6.9(a6.10(a) or if an Event of Default with respect to an environmental matter has occurred and is continuing, at the sole cost and expense of the Borrower:
(i) Administrative Agent, the Administrative Agent Lenders and its their respective representatives shall have the right, but not the obligation or duty, upon reasonable notice to enter the applicable Oil Properties and Gas Properties Facilities leased or owned by Borrower or its Subsidiaries at reasonable times for the purposes of observing the applicable Oil such Properties and Gas PropertiesFacilities. Such access shall include, at the reasonable request of Lead InvestorAdministrative Agent or the Lenders, access to relevant documents and employees of each Note Loan Party and to their outside representatives, to the extent as reasonably necessary to obtain necessary information related to the event at issue. If an Event of Default with respect to an environmental matter has occurred and is continuing, the Note Parties shall Loan Parties, in their sole discretion, may choose to conduct such tests and investigations on the Oil Properties and Gas Properties leased or owned Facilities of the affected Note Loan Party or relevant portion thereof, as reasonably requested by Lead InvestorAdministrative Agent or the Lenders, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default with respect to an environmental matter has occurred and is continuing, and if a Note Loan Party does not undertake such tests and investigations in a reasonably timely manner following the request of Administrative Agent or the Administrative AgentLenders, the Administrative Agent may hire an independent engineer, at the Note Loan Parties’ expense, to conduct such tests and investigations, which shall be conducted in a commercially reasonable manner. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacilities.
(ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the HoldersLenders’ interests and rights under the Note Loan Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (cSection 6.10(c) shall not constitute a waiver of any Default or Event of Default of any Note Loan Party or impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test or investigation by or on behalf of the Administrative Agent be a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas Properties, or that there has been or will be compliance with any Environmental Law Law, and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Loan Party nor any other Person is entitled to rely on any observation, test or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Loan Party or any other Person against, or to inform any Note Party or any other Person of, against any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas Properties. The Administrative Agent mayshall, in its sole discretionif requested by any Loan Party, disclose to the applicable Note Loan Party, or and may disclose to any other Person if so required by lawlaw or other obligation, any report or findings made as a result of, or in connection with, its observations, tests or investigations. If a request is made of the Administrative Agent is required under law to disclose any such report or finding to any third partyGovernmental Authority, then the Administrative Agent shall endeavor to the extent possible give the applicable Note Loan Party prior notice of such disclosure and afford such Note Loan Party the opportunity to object or defend against such disclosure at its own and sole costcost if such process is available; provided, that the failure of Administrative Agent to give any such notice or afford such Note Loan Party the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Loan Party acknowledges that it may be obligated under law to notify relevant Governmental Authorities regarding the results of any observation, test or investigation disclosed to such Note Loan Party, and that such reporting requirements are site and fact-specific and are to be evaluated by such Note Loan Party without advice or assistance from Administrative Agent.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (U.S. Well Services, Inc.)
Right of Access and Inspection. (i) With respect to any event described in Section 6.9(amatter disclosed pursuant to subsection (a) above, or if an Event of Default has occurred and is continuing:
(i) , or if Administrative Agent reasonably believes either that NewPageHoldCo or any of its Subsidiaries has breached any representation, warranty or covenant contained in Sections 4.14 or 5.9 of this Agreement or that there has been a material violation of Environmental Laws at any Facility or by NewPageHoldCo or any of its Subsidiaries at any other location, for the purposes of protecting the Lenders’ security interests and rights under the Credit Documents, the Administrative Agent and its representatives shall have the right, but not the obligation or dutyobligation, upon at any reasonable notice time and after reasonable notice, to enter into and observe the applicable Oil condition and Gas Properties at reasonable times for the purposes of observing the applicable Oil and Gas Properties. Such access shall include, at the reasonable request of Lead Investor, access to relevant documents and employees of each Note Party and to their outside representatives, to the extent necessary to obtain necessary information related to the event at issue. If an Event of Default has occurred and is continuing, the Note Parties shall conduct such tests and investigations on the Oil and Gas Properties operations of the affected Note Party or relevant portion thereof, as reasonably requested by Lead Investor, including the preparation of a Phase I Report or such other sampling or analysis as determined to be necessary under the circumstances by a qualified environmental engineer or consultant. If an Event of Default has occurred and is continuing, and if a Note Party does not undertake such tests and investigations in a reasonably timely manner following the request of the Administrative Agent, the Administrative Agent may hire an independent engineer, at the Note Parties’ expense, to conduct such tests and investigations. The Administrative Agent will make all reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Oil and Gas PropertiesFacilities.
(ii) any observations, tests or investigations of the Oil and Gas Properties by or on behalf of the Administrative Agent shall be solely for the purpose of protecting the Holders’ interests and rights under the Note Documents. The exercise or non-exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any Default default by NewPageHoldCo or Event of Default of any Note Party or Subsidiary and shall not impose any liability on the Administrative Agent or any of the HoldersLenders. In no event will any observation, test site visit or investigation observation by or on behalf of the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Oil and Gas PropertiesFacilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Neither any Note Party Without express written authorization, neither NewPageHoldCo nor any other Person is party shall be entitled to rely on any observationsite visit, test observation or investigation by or on behalf of the Administrative Agent. The Administrative Agent and the Holders Lenders owe no duty of care to protect any Note Party NewPageHoldCo or any other Person party against, or to inform any Note Party NewPageHoldCo or any other Person party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities or any other Oil and Gas PropertiesFacilities. The Administrative Agent may, may in its sole discretion, discretion disclose to the applicable Note PartyNewPageHoldCo, or to any other Person party if so required by law, any report or findings made as a result of, or in connection with, its observationsany site visit, tests observation or investigationsinvestigation by the Administrative Agent. If a request is made of the Administrative Agent is required to disclose any such report or finding to any third partyparty pursuant to law, then the Administrative Agent shall endeavor to give the applicable Note Party prior provide NewPageHoldCo prompt written notice of such disclosure and afford such Note Party NewPageHoldCo the opportunity to object or defend against such disclosure at its own and sole cost; provided, that the failure of the Administrative Agent to give any such notice or afford such Note Party NewPageHoldCo the opportunity to object or defend against such disclosure shall not result in any liability to the Administrative Agent. Each Note Party NewPageHoldCo acknowledges that it or its Subsidiaries may be obligated to notify relevant Governmental Authorities regarding the results of any observationsite visit, test observation or investigation disclosed to such Note Party, by the Administrative Agent and that such reporting requirements are site and fact-specific specific, and are to be evaluated by such Note Party NewPageHoldCo without advice or assistance from the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (NewPage CORP)