Common use of Rights of Inspection Clause in Contracts

Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent and their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans and business affairs of the Seller each calendar year; provided that, prior to the occurrence of a Seller Termination Event or event that upon the passage of time would constitute a Seller Termination Event, the Seller shall be obligated to pay for only two (2) such audits per annum. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) it shall retain in strict confidence and shall use its reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it will not, and will use its reasonable efforts to ensure that its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (FS Investment Corp III), Purchase and Sale Agreement (FS Energy & Power Fund), Purchase and Sale Agreement (FS Investment Corp II)

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Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent Purchaser and their respective its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, Loan Assets and the Loans and business affairs of the Seller with respect thereto each calendar year. Each such inspection shall be at the sole expense of the Seller; provided that, at the Seller’s expense, (i) prior to the occurrence of a Seller Termination Event or event that upon Event, the passage Purchaser and the Agent shall be entitled to two (2) such audits in the aggregate during each calendar year and, (ii) after the occurrence of time would constitute a Seller Termination Event, the Seller Purchaser and the Agent shall be obligated entitled to pay for only two (2) such number of audits per annumannum and at such times as it shall require in its reasonable discretion. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) it they shall retain in strict confidence and shall use its reasonable their best efforts to ensure that its their representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it they will not, and will use its reasonable their best efforts to ensure that its their representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 3 contracts

Samples: Second Tier Purchase and Sale Agreement (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)

Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent Buyer and their respective its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans and business affairs of the Seller each calendar year; provided that, prior to the occurrence of a Seller Termination Event or event that upon the passage of time would constitute a Seller Termination Event, the Seller . Each such inspection shall be obligated to pay for only two (2) such audits per annumat the sole expense of the Seller. The Purchaser Buyer and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.1610.14, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser Buyer and its representatives and successors and assigns each agree that (i) it they shall retain in strict confidence and shall use its reasonable their best efforts to ensure that its their representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it they will not, and will use its reasonable their best efforts to ensure that its their representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Ares Capital Corp), Sale and Contribution Agreement (Capitalsource Inc), Sale and Contribution Agreement (Capitalsource Inc)

Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent and their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans Loan Assets and business affairs of the Seller each calendar year; provided thatthat the Seller shall not be liable for the costs and expenses of more than two such visits in any calendar year unless an Event of Default has occurred under the Loan and Servicing Agreement, prior to in which event the occurrence number of a Seller Termination Event or event that upon the passage of time would constitute a Seller Termination Event, visits for which the Seller shall be obligated liable for the costs and expenses shall not be limited. Subject to pay for only two (2) the immediately preceding sentence, each such audits per annuminspection shall be at the sole expense of the Seller. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) it shall retain in strict confidence and shall use its reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it will not, and will use its reasonable efforts to ensure that its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Golub Capital Investment Corp), Purchase and Sale Agreement (Golub Capital BDC, Inc.)

Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent and their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans Loan Assets and business affairs of the Seller each calendar year; provided that, prior to the occurrence of a Seller Termination Event or event that upon the passage of time would constitute a Seller Termination Event, the Seller . Each such inspection shall be obligated to pay for only two (2) such audits per annumat the sole expense of the Seller. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) it shall retain in strict confidence and shall use its reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it will not, and will use its reasonable efforts to ensure that its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Fifth Street Finance Corp)

Rights of Inspection. The Purchaser, Contributee and the Administrative Agent, and each Lender Agent and of their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller Contributor will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans Loan Assets and business affairs of the Seller Contributor each calendar year, subject to any limitations in the Loan and Servicing Agreement. Each such inspection shall be at the sole expense of the Contributor; provided that, prior to the occurrence of a Seller that so long as no Servicer Termination Event or event that upon the passage Event of time would constitute a Seller Termination EventDefault has occurred and is 50 continuing, the Seller Contributor shall be obligated to pay responsible for only the costs and expenses of no more than two (2) such audits per annumon-site visits in any 12-month period. The Purchaser Contributee and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller Contributor has a proprietary interest. The Purchaser Contributee and its representatives and successors and assigns each agree that (i) it shall retain in strict confidence and shall use its reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller Contributor any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it will not, and will use its reasonable efforts to ensure that its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the SellerContributor, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 1 contract

Samples: Contribution Agreement

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Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent Buyer and their respective its representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans and business affairs of the Seller each calendar year; provided that, prior to the occurrence of a Seller Termination Event or event that upon the passage of time would constitute a Seller Termination Event, the Seller . Each such inspection shall be obligated to pay for only two (2) such audits per annumat the sole expense of the Seller. The Purchaser Buyer and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.1610.14, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser Buyer and its representatives and successors and assigns each agree that (i) it they shall retain in strict confidence and shall use its reasonable their best efforts to ensure that its their representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it they will not, and will use its reasonable their best efforts to ensure that its their representatives and assigns will not, make any use 39 whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Capitalsource Inc)

Rights of Inspection. The Purchaser, the Administrative Agent, each Lender Agent and their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans Loan Assets and business affairs of the Seller each calendar year; provided that, prior to the occurrence of a Seller Termination Event or event that upon the passage of time would constitute a Seller Termination Event, the Seller . Each such inspection shall be obligated to pay for only two (2) such audits per annumat the sole expense of the Seller. The Purchaser and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller has a proprietary interest. The Purchaser and its representatives and successors and assigns each agree that (i) it shall retain in strict confidence and shall use its reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it will not, and will use its reasonable efforts to ensure that its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the Seller, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Fifth Street Finance Corp)

Rights of Inspection. The Purchaser, Contributee and the Administrative Agent, and each Lender Agent and of their respective representatives and assigns may conduct at any reasonable time, with reasonable notice, and from time to time, and the Seller Contributor will fully cooperate with, a reasonable number of field examinations and audits of the inventory, the Loans Loan Assets and business affairs of the Seller Contributor each calendar year, subject to any limitations in the Loan and Servicing Agreement. Each such inspection shall be at the sole expense of the Contributor; provided that, prior to the occurrence of a Seller that so long as no Servicer Termination Event or event that upon the passage Event of time would constitute a Seller Termination EventDefault has occurred and is continuing, the Seller Contributor shall be obligated to pay responsible for only the costs and expenses of no more than two (2) such audits per annumon-site visits in any 12-month period. The Purchaser Contributee and its representatives and successors and assigns acknowledge that in exercising the rights and privileges conferred in this Section 10.16, it or its representatives or assigns may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Seller Contributor has a proprietary interest. The Purchaser Contributee and its representatives and successors and assigns each agree that (i) it shall retain in strict confidence and shall use its reasonable efforts to ensure that its representatives retain in strict confidence and will not disclose without the prior written consent of the Seller Contributor any or all of such information, practices, books, correspondence and records furnished to them and (ii) that it will not, and will use its reasonable efforts to ensure that its representatives and assigns will not, make any use whatsoever (other than for the purposes contemplated by this Agreement) of any of such information, practices, books, correspondence and records without the prior written consent of the SellerContributor, unless such information is generally available to the public or is required by law to be disclosed.

Appears in 1 contract

Samples: Contribution Agreement (Solar Senior Capital Ltd.)

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