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Common use of Visitation Clause in Contracts

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 4 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc)

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Visitation. The Company Issuer shall permit permit, and will cause the Parent to permit, the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the CompanyParent or the Issuer, and in any as the case not more than once in any fiscal yearmay be, to visit during normal business hours the principal executive office offices of the CompanyParent or the Issuer, to discuss the affairs, finances and accounts of the Company Parent, the Issuer and its the Subsidiaries with the CompanyParent’s or the Issuer’s officers, and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Parent’s independent public accountants shall be made per fiscal year by all holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that a Senior Financial Officer of the Parent or the Issuer, as the case may be, shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such meeting), and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company Parent, the Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Issuer to visit and inspect during normal business hours any of the offices or properties of the Company Parent, the Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, therefrom and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes and has caused the Parent to authorize said accountants to discuss the affairs, finances and accounts of the Company Parent, the Issuer and its Subsidiariesthe Subsidiaries (provided, that representatives of the Parent and the Issuer shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such discussion), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 4 contracts

Samples: Note Purchase Agreement (CoreSite Realty Corp), Note Purchase Agreement (CoreSite Realty Corp), Note Purchase Agreement (CoreSite Realty Corp)

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Parent Guarantor and the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and (it being understood and agreed that only one such request for a discussion with the Parent Guarantor’s independent public accountants shall be made per fiscal year by all holders of the Notes and such discussion shall be held on or around the end of a SAS 100 review period, and with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Parent Guarantor and the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such holder of a Note shall only be permitted to make one such visit or have one discussion per fiscal year and, provided, further, that no such request by any holder of a Note may be made within the six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Parent Guarantor and the Company to its principal executive office; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Company to visit and inspect during normal business hours any of the offices or properties of the Parent Guarantor, the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Parent Guarantor authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and its their respective Subsidiaries), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 2 contracts

Samples: Note Purchase Agreement (Terreno Realty Corp), Note Purchase Agreement (Terreno Realty Corp)

Visitation. The Company Issuer shall permit permit, and will cause the Parent to permit, the representatives of each Purchaser (prior to the Second Closing) and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable prior notice to the CompanyParent or the Issuer, and in any as the case not more than once in any fiscal yearmay be, to visit during normal business hours the principal executive office offices of the CompanyParent or the Issuer, to discuss the affairs, finances and accounts of the Company Parent, the Issuer and its the Subsidiaries with the CompanyParent’s or the Issuer’s officers, and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Parent’s independent public accountants shall be made per fiscal year by all Purchasers or holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that a Senior Financial Officer of the Parent or the Issuer, as the case may be, shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such meeting), and (with the consent of the CompanyParent or the Issuer, as the case may be, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company Parent, the Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that only one such visit or one such discussion shall be made per fiscal year by each Purchaser or holder of Notes; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Issuer to visit and inspect during normal business hours any of the offices or properties of the Company Parent, the Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, therefrom and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes and has caused the Parent to authorize said accountants to discuss the affairs, finances and accounts of the Company Parent, the Issuer and its Subsidiariesthe Subsidiaries (provided, that representatives of the Parent and the Issuer shall receive reasonable prior notice of, and shall be entitled (but not required) to be present at, any such discussion), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 2 contracts

Samples: Note Purchase Agreement (CoreSite Realty Corp), Note Purchase Agreement (CoreSite Realty Corp)

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and its their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Parent Guarantor, the Company and or each Subsidiaryof their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or an Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Parent Guarantor and the Company to visit and inspect during normal business hours any of the offices or properties of the Parent Guarantor, the Company or any Subsidiary, of their respective Subsidiaries to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorizes authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and its their respective Subsidiaries), all at such times and as often during regular business hours as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 2 contracts

Samples: Note Purchase Agreement (Mid America Apartment Communities Inc), Note Purchase Agreement (Essex Property Trust Inc)

Visitation. The Company shall, and shall cause each other Note Party to, permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default - if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearsuch Note Party, to visit during normal business hours the principal executive office of the Companysuch Note Party, to discuss the affairs, finances and accounts of the Company such Note Party and its Subsidiaries with the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with each Note Party’s independent public accountants shall be American Assets Trust, L.P. Note Purchase Agreement made per fiscal year by all holders and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of such Note Party shall be entitled to be present at any such meeting), and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company such Note Party and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; andprovided that only one such visit or one such discussion shall be made per fiscal year by each holder; (b) Default - if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, such Note Party to visit and inspect during normal business hours any of the offices or properties of the Company such Note Party or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Company such Note Party and its SubsidiariesSubsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (American Assets Trust, L.P.)

Visitation. The Company Borrower shall permit the representatives of each beneficial holder of Notes that is an Institutional Investor: (a) No Default - if no Default or Event of Default then exists, at the expense of such beneficial holder and upon reasonable prior notice to the CompanyBorrower, and in any case not more than once in any fiscal year, (i) to visit during normal business hours the principal executive office of the CompanyBorrower, to discuss the affairs, finances and accounts of the Company and its Subsidiaries Borrower with the CompanyBorrower’s officers, and (with the consent of the CompanyBorrower, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyBorrower, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each SubsidiaryBorrower (other than the Project), all at such reasonable times and as often as may be reasonably requested in writing; provided, however, that the Borrower shall be provided with an opportunity to be present at any such discussion with such accountants and (ii) no more frequently than once each calendar year for all of the Noteholders (such visit to be coordinated among all of the Noteholders), to visit the Project; and (b) Default - if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Borrower to visit and inspect during normal business hours the Project or any of the offices or properties of the Company or any SubsidiaryBorrower, to examine all their respective of its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective its affairs, finances and accounts with their respective its officers and independent public accountants (and by this provision the Company Borrower authorizes said accountants to discuss the affairs, finances and accounts of the Company and its SubsidiariesBorrower), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3; provided, neither however, that the Company nor any Subsidiary Borrower shall be required provided with an opportunity to disclose be present at any such discussion with such accountants; provided, however, that the Borrower (i) any agreementexcept to the extent of the Borrower’s, technical information Xxxxx Xxx’s or any other item which disclosure is prohibited by lawof their Affiliates’ negligence or misconduct) shall not be liable for any injury to, (ii) or the death of, any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, person participating in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation exercise of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilegeinspection rights.

Appears in 1 contract

Samples: Note Purchase Agreement (Enterprise Products Partners L P)

Visitation. The Parent Guarantor and the Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent Guarantor and the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and its their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Parent Guarantor, the Company and or each Subsidiaryof their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; andand Agree Limited Partnership Note Purchase Agreement (b) Default — if a Default or an Event of Default then exists, at the expense of the Parent Guarantor and the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Parent Guarantor, the Company or any Subsidiaryof their respective Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorizes authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and its their respective Subsidiaries), all at such times and as often during regular business hours as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Agree Realty Corp)

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries Obligor Parties with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountantsaccountants (provided that the Company may, if it so chooses, be present at or participate in any such discussion), and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each SubsidiaryObligor Parties, all at such reasonable times and as often as may be reasonably requested in writing; andand ITT Holdings LLC Note Purchase Agreement (b) Default — if a Default or an Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Company to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. (c) . Notwithstanding anything in Section 7.3to the contrary herein, neither the Company nor any Subsidiary of its Subsidiaries shall be required to disclose disclose, permit the inspection, examination or making of copies or abstracts of, or any discussion of, any document, information or other matter (i) any agreement, technical information that constitutes non-financial trade secrets or any other item which disclosure is prohibited by lawnon-financial proprietary information, (ii) any agreement in respect of which disclosure to such Institutional Investor (or technical information its representatives) is prohibited by applicable law or (iii) that is subject to a confidentiality obligation binding upon attorney-client or similar privilege or constitutes attorney work product, provided that promptly after determining that the Company is not permitted to disclose any such information as a result of items (i) , (ii) or (iii), the Company shall provide each of the holders with an Officer’s Certificate describing the circumstances under which the Company is not permitted to disclose such Subsidiary (but information, provided further that the Company or Responsible Officer delivering such Subsidiary, as Officer’s Certificate may rely upon the case advice of counsel (which may be, shall, at the request be provided by in-house counsel of the PurchaserCompany) as to matters of law, use commercially reasonable efforts rule or regulation with respect to obtain permission for such disclosure and, any information that the Company is prohibited from disclosing under any of the circumstances described in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilegethis Section 7.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Macquarie Infrastructure Corp)

Visitation. The Company Parent shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, upon a prior written notice by any such Purchaser or such holder that is not a Competitor and at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearrespective participating holders, to visit during normal business hours the principal executive office of the CompanyParent, to discuss the affairs, finances and accounts of the Company Parent and its Restricted Subsidiaries with the CompanyParent’s officers, Specified Officers and (with the consent of the CompanyParent, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal yearwithheld or delayed) to visit during normal business hours the other offices and properties of the Company Parent and each Restricted Subsidiary, all at such reasonable times (during normal business hours (excluding any match days)) within 45 days of such written notice as provided by the Parent pursuant to a written notice to all holders of the Notes that are Institutional Investors and as may be reasonably requested not a Competitor delivered at least ten (10) Business Days’ prior to such visit; provided, that such visitation rights are limited to no more than one (1) visit per Season (beginning with the Season commencing July 1, 2015) for all holders of the Notes that are Institutional Investors in writingthe aggregate; but, provided further, that, if, at the option of Parent, Parent elects to meet with such holder who provides notice pursuant to this Section 7.3(a) without providing notice to each other holder of the Notes that is an Institutional Investor, then such visit shall not constitute a visit pursuant to this Section 7.3(a); and (b) Default — if a Default or Event of Default then exists, at the reasonable expense of the Company, upon reasonable prior notice, Parent to visit and inspect during normal business hours any of the offices or properties of the Company Parent or any Subsidiaryof its Restricted Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Parent authorizes said accountants to discuss the affairs, finances and accounts of the Company Parent and its Subsidiaries), all at such reasonable times (during normal business hours (excluding any match days) with three Business Days prior notice being deemed reasonable hereunder) and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither reasonably requested with regard for the Company nor any Subsidiary shall be required need to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject keep disruption to the business to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilegeminimum.

Appears in 1 contract

Samples: Note Purchase Agreement (Manchester United PLC)

Visitation. The Company shall will, and will cause the Parent to, permit the representatives of each any original Purchaser and any holder of Notes that is an Institutional Investor: (a) No Default — if no Default 10% or Event more of Default then existsprincipal amount of the outstanding Notes, at the expense and any properly qualified agents or representatives of such holder designated by such holder, at all reasonable intervals and places and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior written notice, to visit and inspect during normal business hours any of (a) examine the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, papers of the Parent and its Subsidiaries and to make copies and extracts therefromtherefrom for the purpose of determining whether the Company is complying with the terms and provisions of this Agreement, (b) visit and to inspect, under the guidance of the Parent, the properties of the Parent or of any of its Subsidiaries and (c) discuss its or their respective affairs, finances and accounts with with, and be advised as to the same by, its or their respective officers and (provided no Event of Default exists, with the consent of the Company, such consent not to be unreasonably withheld) the Parent’s independent public accountants (accountants; provided that unless an Event of Default has occurred and by this provision is continuing no such visit to, inspection of or discussions with officers of, any Subsidiary of the Parent other than the Company authorizes said accountants to discuss shall be permitted if the affairs, finances and accounts book value of the Company and Parent’s investment therein (as determined in accordance with GAAP) is less than 2% of all of the Parent’s investments in its Subsidiaries); provided, all at such times and as often as may be requested. (c) Notwithstanding anything further, that nothing in this Section 7.37.3 shall obligate the Parent, neither the Company nor or any other Subsidiary shall be required of the Parent to disclose to any such holder of Notes information the disclosure of which would (i) be a violation of any agreementapplicable law, technical information statute or regulation of any Governmental Authority applicable to the Parent, the Company or any other item which disclosure is prohibited by law, Subsidiary of the Parent disclosing such information or (ii) be a breach of any contractual agreement (other than any such agreement entered into in contemplation of this clause (ii) or technical any request for information that is subject under this Section 7.3) regarding confidentiality of information to a confidentiality obligation binding upon which the Parent, the Company or any other Subsidiary of the Parent disclosing such Subsidiary (but provided information is a party; provided, further that the Company or agrees to work with each such Subsidiaryholder of Notes and any prospective transferee of its Notes with respect to any request for information under this Section 7.3, as the case may bein good faith, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for attempt to resolve any impediment to such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligationsraised by clause (i) or (iiiii) hereof. So long as any communications protected Default or Event of Default shall have occurred and shall be continuing, all expenses incurred by attorney-client privilege, a Purchaser in the disclosure exercise of which might waive such privilegeany rights under this Section 7.3 shall be borne by the Company.

Appears in 1 contract

Samples: Note Purchase Agreement (American Water Works Company, Inc.)

Visitation. The Company and the Parent Issuer shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the CompanyParent Issuer, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the CompanyParent Issuer, to discuss the affairs, finances and accounts of the Company Parent Issuer and its Subsidiaries with the CompanyParent Issuer’s officers, and (with the consent of the CompanyParent Issuer, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyParent Issuer, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company Parent Issuer and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyCompany and the Parent Issuer, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company Parent Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Parent Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company Parent Issuer and its Subsidiaries), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company Parent Issuer nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company Parent Issuer or such Subsidiary (but provided further that the Company Parent Issuer or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase and Guaranty Agreement (Teledyne Technologies Inc)

Visitation. The Company Issuer shall, and shall cause Elk Hills Power to, permit the representatives of each holder of Notes that is an Institutional Investorthe Required Holders: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder Purchaser or holder, subject to the Elk Hill Power’s on-site safety requirements and upon reasonable at least fifteen (15) days prior notice to the Company, and in any case not more than once in any fiscal yearIssuer Parties, to visit during normal business hours the Project and the principal executive office of the CompanyIssuer, to examine books of account, records, reports and other papers and to discuss the affairs, finances and accounts of the Company and its Subsidiaries relevant Issuer Party with the Companyrelevant Issuer Party’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and without undue disturbance to the relevant Issuer Party’s commercial operations and during normal business hours and as often as may be reasonably requested in writing; provided, that, so long as no Default or Event of Default has occurred and is continuing, no representative of the Required Holders may make any such visit more frequently than once per calendar year; provided, further, that the relevant Issuer Party shall have the right to keep confidential from such persons any information (i) that the Issuer reasonably believes to be in the nature of trade secrets or (ii) the disclosure of which the Issuer in good faith reasonably believes could violate an obligation of confidentiality required by law or by agreement with a third party; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Issuer to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiaryrelevant Issuer Party, to examine all their respective its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective its officers and independent public accountants (and by this provision the Company Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiariesrelevant Issuer Party), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3; provided, neither that the Company nor Issuer shall have the right to keep confidential from such persons any Subsidiary shall be required to disclose information (i) any agreement, technical information that the Issuer reasonably believes to be in the nature of trade secrets or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilegethe Issuer in good faith reasonably believes could violate an obligation of confidentiality required by law or by agreement with a third party.

Appears in 1 contract

Samples: Note Purchase Agreement (California Resources Corp)

Visitation. The Company shall, and shall cause each other Note Party to, permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearsuch Note Party, to visit during normal business hours the principal executive office of the Companysuch Note Party, to discuss the affairs, finances and accounts of the Company such Note Party and its Subsidiaries with the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with each Note Party’s independent public accountants shall be made per fiscal year by all holders and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of such Note Party shall be entitled to be present at any such meeting), ‑20‑ American Assets Trust, L.P. Note Purchase Agreement and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company such Note Party and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; andprovided that only one such visit or one such discussion shall be made per fiscal year by each holder; (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, such Note Party to visit and inspect during normal business hours any of the offices or properties of the Company such Note Party or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Company such Note Party and its SubsidiariesSubsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (American Assets Trust, L.P.)

Visitation. The Company shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Parent Guarantor and the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and (it being understood and agreed that only one such request for a discussion with the Parent Guarantor’s independent public accountants shall be made per fiscal year by all Purchasers and holders of the Notes and such discussion shall be held on or around the end of a SAS 100 review period, and with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the Terreno Realty LLC Agreement Note Purchase other offices and properties of the Parent Guarantor and the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser or such holder of a Note shall only be permitted to make one such visit or have one discussion per fiscal year and, provided, further, that no such request by any holder of a Note may be made within the six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Parent Guarantor and the Company to its principal executive office; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Company to visit and inspect during normal business hours any of the offices or properties of the Parent Guarantor, the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Parent Guarantor authorizes said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and its their respective Subsidiaries), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Terreno Realty Corp)

Visitation. The Company Issuer shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser and such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearIssuer, to visit during normal business hours the principal executive office of the CompanyIssuer, to discuss the affairs, finances and accounts of the Company Issuer and its Subsidiaries with the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company Issuer and each Subsidiary, all at Retail Properties of America, Inc. Note Purchase Agreement such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser shall only be permitted to make one such visit or have one such discussion per fiscal year and, provided, further that no such request by any Purchaser may be made within the six (6) month period following the date of any all-Purchasers’ visiting date wherein all Purchasers are invited by Issuer to its principal executive office; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Issuer to visit and inspect during normal business hours any of the offices or properties of the Company Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company Issuer and its Subsidiaries), all at such times and as often as may be requested). (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Retail Properties of America, Inc.)

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Company, to discuss the affairs, finances and accounts of the BLACKROCK XXXXX CAPITAL CORPORATION NOTE PURCHASE AGREEMENT Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, and to conduct evaluations and appraisals of the Company’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as may be reasonably requested in writing, provided that the Company or the applicable Subsidiary shall be entitled to have its representatives and advisors present during any visit to its offices and properties or inspection of its books and records; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries)) and to conduct evaluations and appraisals of the Company’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request applicable Subsidiary shall be entitled to have its representatives and advisors present during any visit to its offices and properties or inspection of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilegeits books and records.

Appears in 1 contract

Samples: Note Purchase Agreement (BlackRock Kelso Capital CORP)

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Visitation. The Company shall, and shall cause each other Note Party to, permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearsuch Note Party, to visit during normal business hours the principal executive office of the Companysuch Note Party, to discuss the affairs, finances and accounts of the Company such Note Party and its Subsidiaries with the Companyeach Note Party’s officers, and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for American Assets Trust, L.P. Note Purchase Agreement a discussion with each Note Party’s independent public accountants shall be made per fiscal year by all holders and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of such Note Party shall be entitled to be present at any such meeting), and (with the consent of the Companysuch Note Party, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company such Note Party and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; andprovided that only one such visit or one such discussion shall be made per fiscal year by each holder; (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, such Note Party to visit and inspect during normal business hours any of the offices or properties of the Company such Note Party or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company such Note Party authorizes said accountants to discuss the affairs, finances and accounts of the Company such Note Party and its SubsidiariesSubsidiaries (provided that representatives of such Note Party shall be entitled to be present at any such meeting)), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (American Assets Trust, L.P.)

Visitation. The Company shall permit Purchaser will afford to one representative of the representatives Seller or the Parent Shareholders ("Seller's Board Representative") the right as a non-voting representative of each holder the Seller or of Notes that is an Institutional Investor: the Parent Shareholders: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, attend all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request meetings of the Purchaser, use commercially reasonable efforts 's Board of Directors (the "Board") (subject to obtain permission for the Purchaser's right to request in good faith that such disclosure and, in representative excuse himself from executive sessions of the event permission cannot Board where a conflict of interest might be obtained, furnish present and from any Board meeting or any part thereof if such information regarding exclusion is reasonably necessary to preserve the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege), and (b) upon request, to receive copies of all notices for and materials distributed at or in connection with such meetings, as well as any proposed written actions by the Board concurrently with the distribution of such items to the Board. Any change in the Seller's Board Representative shall require ten (10) days prior written notice to the Purchaser and the Purchaser's prior written approval, which shall not be unreasonably withheld if any of the Parent Shareholders or an officer of any of the Parent Shareholders is the newly designated Seller's Board Representative. Commencing as of the Purchaser's 1998 annual meeting of shareholders, the disclosure Purchaser agrees, if requested by at least three of which might waive the Parent Shareholders, to use its reasonable efforts to: (1) cause the Seller's Board Representative to be elected to the Board; and (2) if required to permit Purchaser to comply with the preceding clause (1), amend the Purchaser's bylaws to increase the number of authorized positions on the Board to ten (10). The Purchaser's obligations pursuant to this Section 4.9 shall cease at such privilegetime as the aggregate number of shares of Purchaser Common Stock beneficially owned by the Seller, the Parent Shareholders and the respective relatives and affiliates of the Seller and the Parent Shareholders is less than 1,500,000 shares of Purchaser Common Stock (as adjusted for stock splits, stock dividends and the like).

Appears in 1 contract

Samples: Stock Purchase Agreement (Cylink Corp /Ca/)

Visitation. The Company Issuer shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser and such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearIssuer, to visit during normal business hours the principal executive office of the CompanyIssuer, to discuss the affairs, finances and accounts of the Company Issuer and its Subsidiaries with the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser shall only be permitted to make one such visit or have one such discussion per fiscal year and shall use reasonable efforts to coordinate any such visit with the representatives of the other Purchasers, if applicable, and, provided, further, that no such request by any Purchaser may be made within the six (6) month period following the date of any all Purchasers’ visiting date wherein all Purchasers are invited by Issuer to its principal executive office; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Issuer to visit and inspect during normal business hours any of the offices or properties of the Company Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company Issuer and its Subsidiaries), all at such times and as often as may be requested). (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Retail Properties of America, Inc.)

Visitation. The Company Issuer shall permit the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser and such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearIssuer, to visit during normal business hours the principal executive office of the CompanyIssuer, to discuss the affairs, finances and accounts of Retail Properties of America, Inc. Note Purchase Agreement the Company Issuer and its Subsidiaries with the CompanyIssuer’s officers, and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the Issuer’s independent public accountants shall be made per fiscal year by all Purchasers and such discussion shall be held on or around the end of the SAS 100 review period), and (with the consent of the CompanyIssuer, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company Issuer and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such Purchaser shall only be permitted to make one such visit or have one such discussion per fiscal year and shall use reasonable efforts to coordinate any such visit with the representatives of the other Purchasers, if applicable, and, provided, further, that no such request by any Purchaser may be made within the six (6) month period following the date of any all Purchasers’ visiting date wherein all Purchasers are invited by Issuer to its principal executive officer; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Issuer to visit and inspect during normal business hours any of the offices or properties of the Company Issuer or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Issuer authorizes said accountants to discuss the affairs, finances and accounts of the Company Issuer and its Subsidiaries), all at such times and as often as may be requested). (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Retail Properties of America, Inc.)

Visitation. The Company shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, and in any case not more than once in any fiscal year, to visit during normal business hours the principal Terreno Realty LLC Note Purchase Agreement executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (it being understood and agreed that only one such request for a discussion with the Company’s independent public accountants shall be made per fiscal year by all holders of the Notes and such discussion shall be held on or around the end of a SAS 100 review period, and with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; provided that such holder of a Note shall only be permitted to make one such visit or have one discussion per fiscal year and, provided, further, that no such request by any holder of a Note may be made within the six (6) month period following the date of any all-holders visiting date wherein all holders of the Notes are invited by the Company to its principal executive office; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Company to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Terreno Realty Corp)

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default The Borrower will, and will cause each Subsidiary to, permit each Secured Party or Event any of Default then existstheir respective representatives, at the expense of such holder reasonable times and intervals upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearBorrower, to visit during normal business hours the principal executive office of the Companyeach Obligor’s offices, to discuss the affairssuch Obligor’s financial matters with its officers and employees, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Borrower hereby authorizes said accountants such independent public accountant to discuss each Obligor’s financial matters with each Secured Party or their representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its books and records. The Borrower shall pay any reasonable and out-of-pocket expenses incurred in connection with any Secured Party’s exercise of its rights pursuant to this Section (including fees of such independent public accountant); provided that, so long as no Default has occurred and is continuing, the affairs, finances Borrower shall only be required to pay such reasonable and accounts out-of-pocket expenses incurred in connection with one such visit and/or discussion per Fiscal Year. (b) The Borrower will provide to the Administrative Agent written or verbal reports on the status of the Company and its Subsidiaries)litigation set forth in or referred to in Item 6.7 of the Disclosure Schedule, all at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as often as may the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Borrower will also cause the Borrower’s legal counsel in connection with such litigation to be requested. available to discuss (c) Notwithstanding anything in Section 7.3, neither provided the Company nor any Subsidiary shall Borrower’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be required to disclose (ipresent during such discussion) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon such reports with the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, Administrative Agent at the reasonable request of the PurchaserAdministrative Agent (which requests shall not be more than once a month, use commercially reasonable efforts unless there has been a material adverse development with respect to obtain permission for the outcome of such disclosure andlitigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, privilege between such attorney and the disclosure Borrower. The Borrower shall pay the fees of which might waive such privilegecounsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Visitation. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor: (a) No Default — if no Default The Parent will, and will cause each Subsidiary to, permit each Secured Party or Event any of Default then existstheir respective representatives, at the expense of such holder reasonable times and intervals upon reasonable prior notice to the Company, and in any case not more than once in any fiscal yearParent, to visit during normal business hours the principal executive office of the Companyeach Obligor’s offices, to discuss the affairssuch Obligor’s financial matters with its officers and employees, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, to visit and inspect during normal business hours any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company Parent hereby authorizes said accountants such independent public accountant to discuss each Obligor’s financial matters with each Secured Party or their representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its books and records. The Parent shall pay any reasonable and out-of-pocket expenses incurred in connection with any Secured Party’s exercise of its rights pursuant to this Section (including fees of such independent public accountant); provided that, so long as no Default has occurred and is continuing, the affairs, finances Parent shall only be required to pay such reasonable and accounts out-of-pocket expenses incurred in connection with one such visit and/or discussion per Fiscal Year. (b) The Parent will provide to the Administrative Agent written or verbal reports on the status of the Company and its Subsidiaries)litigation set forth in or referred to in Item 6.7 of the Disclosure Schedule, all at such times and intervals (but in any event no more than once a month, unless there has been a material adverse development with respect to the outcome of such litigation) as often as may the Administrative Agent shall reasonably determine to assess the status and progress of such litigation, including a report on the issuance of significant rulings and the taking of important testimony. The Parent will also cause the Parent’s legal counsel in connection with such litigation to be requested. available to discuss (c) Notwithstanding anything in Section 7.3, neither provided the Company nor any Subsidiary shall Parent’s General Counsel or such counsel’s designee has been provided a reasonable opportunity to be required to disclose (ipresent during such discussion) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon such reports with the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, Administrative Agent at the reasonable request of the PurchaserAdministrative Agent (which requests shall not be more than once a month, use commercially reasonable efforts unless there has been a material adverse development with respect to obtain permission for the outcome of such disclosure andlitigation); provided, however, that the terms of this clause (b) shall not be deemed to authorize or require any attorney to disclose information that, if disclosed pursuant to this clause (b), would, in such attorney’s written opinion, violate the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, privilege between such attorney and the disclosure Parent. The Parent shall pay the fees of which might waive such privilegecounsel incurred in connection with the Administrative Agent’s exercise of its rights pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Visitation. The Company shall permit permit, and shall cause the Parent to permit, the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon reasonable prior notice to the Parent or the Company, as the case may be, but only once for each Purchaser and in any case not more than once in holder during any fiscal yearyear (in addition to any visit with the independent public accountants described below), to visit during normal business hours the principal executive office of the Parent or the Company, to discuss the affairs, finances and accounts of the Parent, the Company and its Subsidiaries each Subsidiary with the Parent’s or the Company’s officers, and (with the consent of the Parent or the Company, as the case may be, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with its independent public accountants shall be made per fiscal year by all Purchasers and holders of Notes and such discussion shall be held on or around the end of the SAS 100 review period and that representatives of the Parent or the Company shall be entitled to be present at any such meeting), and (with the consent of the Parent or the Company, as the case may be, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of the Parent, the Company and each Subsidiary, all at such reasonable times and as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Company to visit and inspect during normal business hours any of the offices or properties of the Parent, the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes and has caused the Parent to authorize said accountants to discuss the affairs, finances and accounts of the Parent, the Company and its Subsidiarieseach Subsidiary, provided that representatives of the Parent or the Company shall be entitled to be present at any such meeting), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Kite Realty Group, L.P.)

Visitation. The Company shall permit will permit, and will cause Xxxxxx REIT to permit, the representatives of each Purchaser and each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon reasonable prior notice to Xxxxxx REIT or the Company, as the case may be, but only once for each Purchaser and in any case not more than once in each holder during any fiscal year, year (in addition to any visit with the independent public accountants described below) to visit during normal business hours the principal executive office of Xxxxxx REIT or the Company, to discuss the affairs, finances and accounts of Xxxxxx REIT, the Company and its Subsidiaries each Subsidiary with Xxxxxx REIT’s or the Company’s officers, and (with the consent of Xxxxxx REIT or the Company, as the case may be, which consent will not be unreasonably withheld) its independent public accountantsaccountants (it being understood and agreed that only one such request for a discussion with the independent public accountants of Xxxxxx REIT and the Company may be made per fiscal year by all Purchasers and holders of Notes, such discussion shall be held on or around the end of the SAS 100 review period and that representatives of Xxxxxx REIT and the Company shall be entitled to be present at any such discussion), and (with the consent of Xxxxxx REIT or the Company, as the case may be, which consent will not be unreasonably withheld, and not more than once in any fiscal year) to visit during normal business hours the other offices and properties of Xxxxxx REIT, the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the Company, upon reasonable prior notice, Company to visit and inspect during normal business hours any of the offices or properties of Xxxxxx REIT, the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes and has caused Xxxxxx REIT to authorize said accountants to discuss the affairs, finances and accounts of Xxxxxx REIT, the Company and its Subsidiarieseach Subsidiary, provided that representatives of Xxxxxx REIT and the Company shall be entitled to be present at any such discussion), all at such times and as often as may be requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.

Appears in 1 contract

Samples: Note Purchase Agreement (Hudson Pacific Properties, L.P.)

Visitation. The Company and the Parent Guarantor shall permit the representatives of each holder of Notes a Note that is an Institutional Investor: (a) No Default — if no Default or Event of Default then exists, once per calendar year, at the expense of such holder and upon reasonable prior notice to the CompanyCompany or the Parent Guarantor, and in any case not more than once in any fiscal yearas applicable, to visit during normal business hours the principal executive office of the CompanyCompany or the Parent Guarantor, as the case may be, at a time reasonably acceptable to the Company or the Parent Guarantor, as applicable, to discuss the affairs, finances and accounts of the Company Company, the Parent Guarantor and its their respective Subsidiaries with the Company’s and the Parent Guarantor’s officers, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the CompanyCompany or the Parent Guarantor, as applicable, which consent will not be unreasonably withheld, withheld and not more than once in any fiscal yearsubject to the rights of tenants) to visit during normal business hours the other offices and properties of the Company Company, the Parent Guarantor and each Subsidiarytheir respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and (b) Default — if a Default or Event of Default then exists, at the expense of the CompanyCompany and the Parent Guarantor, and upon reasonable prior noticenotice to the Company or the Parent Guarantor, as applicable, and subject to the rights of tenants, to visit and inspect during normal business hours any of the offices or properties of the Company or any SubsidiaryCompany, the Parent Guarantor and their respective Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes and the Parent Guarantor authorize said accountants to discuss the affairs, finances and accounts of the Company Company, the Parent Guarantor and its their respective Subsidiaries), all at such times and as often as may be reasonably requested. (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary shall be required to disclose (i) any agreement, technical information or any other item which disclosure is prohibited by law, (ii) any agreement or technical information that is subject to a confidentiality obligation binding upon the Company or such Subsidiary (but provided further that the Company or such Subsidiary, as the case may be, shall, at the request of the Purchaser, use commercially reasonable efforts to obtain permission for such disclosure and, in the event permission cannot be obtained, furnish such information regarding the matters to which such information relates as can reasonably be furnished without violation of such confidentiality obligations) or (iii) any communications protected by attorney-client privilege, the disclosure of which might waive such privilege.. Gladstone Commercial Limited Partnership Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Gladstone Commercial Corp)

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