Common use of Take-Over Audit Clause in Contracts

Take-Over Audit. Within five (5) days prior to the Closing Date, the Collateral Agent’s staff shall have conducted a supplemental “take-over audit” which supports and confirms (i) the calculation of the initial Borrowing Base, (ii) no material change in the procedures of NewPageCo or any Borrowing Base Guarantor with respect to its Inventory since the delivery of the Inventory Appraisal, (iii) no material change in sales, Inventory turn or the level of Inventory since the delivery of the Inventory Appraisal and (iv) no inaccuracies with respect to representations and warranties set forth herein.

Take-Over Audit. Within five (5) days prior to the Closing Date, the Administrative Agent’s and Collateral Agent’s staff shall have conducted a supplemental “take-over audit” which supports and confirms (i) the calculation of the initial Borrowing Base, (ii) no material change in the procedures of NewPageCo or any Borrowing Base Guarantor with respect to its Inventory since the delivery of the Inventory Appraisal, (iii) no material change in sales, Inventory turn or the level of Inventory since the delivery of the Inventory Appraisal and (iv) no inaccuracies with respect to the accuracy of all representations and warranties set forth herein.

Take-Over Audit. Within five (5) days prior to the Closing Date, the Collateral Agent’s staff shall have conducted a supplemental “take-over audit” which supports and confirms (iA) the calculation of the initial Borrowing Base, Borrower’s Excess Availability and Excess Availability, (iiB) no material change in the procedures of NewPageCo or any Borrowing Base Guarantor with respect to its Inventory since the delivery of the Inventory Appraisal, (iiiC) no material change in sales, Inventory turn or the level of Inventory since the delivery of the Inventory Appraisal and (ivD) no inaccuracies with respect to the accuracy of all representations and warranties set forth herein.