Inspections; Appraisals Sample Clauses
The "Inspections; Appraisals" clause establishes the rights and procedures for conducting property inspections and obtaining appraisals during a real estate transaction. Typically, this clause outlines the timeframe in which the buyer may hire professionals to inspect the property for defects or issues and to secure an independent appraisal to confirm the property's value. It may also specify the buyer's ability to request repairs or negotiate terms based on the findings. The core function of this clause is to protect the buyer by ensuring transparency about the property's condition and value before finalizing the purchase, thereby reducing the risk of unforeseen problems or overpayment.
POPULAR SAMPLE Copied 1 times
Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.
Inspections; Appraisals. (a) Permit Agent from time to time, (but no more than once per fiscal quarter at Borrower’s expense, except during the continuance of an Event of Default), subject to reasonable notice and normal business hours, to visit and inspect the Properties of Borrower or any Subsidiary, inspect, audit and make extracts from Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Borrower or any Borrowing Base Guarantor to make any inspection, nor to share any results of any inspection, appraisal or report with Borrower or any Borrowing Base Guarantor. Borrower and each Borrowing Base Guarantor acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and neither Borrower nor any Borrowing Base Guarantor shall be entitled to rely upon them.
(b) Reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate; and (ii) appraisals of Inventory; provided, however, that absent the occurrence and continuance of an Event of Default, (a) field examinations shall not be undertaken more than once in each Fiscal Year except if (i) Availability falls below the greater of 17.5% of the Line Cap at such time and $175,000,000 and (ii) more than 120 days have elapsed since the date of the last field examination, then one additional field examination may be undertaken and (b) appraisals and other audits of Collateral shall not be undertaken more than once in each Fiscal Year except if Availability falls below the greater of 17.5% of the Line Cap at such time and $175,000,000, then one additional appraisal or other audit of Collateral may be undertaken; provided that notwithstanding the foregoing Agent may conduct, at the expense of Agent and the Lenders, one additional appraisal or other audit of Collateral during each Fiscal Year to the extent Agent deems appropriate in its sole discretion. Subject to and without limiting the foregoing, Borrower specifically agrees to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is en...
Inspections; Appraisals. (a) Issuer will, and will cause each of the Subsidiary Loan Parties to, permit Purchaser or any representative thereof to inspect the properties and operations of such Person at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Purchaser reasonably believes that a fraud has occurred); and permit, at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Purchaser reasonably believes that a fraud has occurred), Purchaser or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Issuer hereby authorizes its independent auditors to discuss such financial matters with Purchaser or any representative thereof), and to examine (and, at the expense of Issuer), photocopy extracts from any of its books or other records.
(b) Issuer acknowledges that all inspections, appraisals and reports are prepared by Purchaser for its purposes, and Issuer nor any other Loan Party shall be entitled to rely upon them.
(c) All such inspections or audits by Purchaser shall be at Purchaser’s (for so long as the Original Purchaser Controls the Issuer, and thereafter at Issuer’s) expense (including the reasonable fees and expenses of its representatives and/or agents); provided that, other than with respect to inspections and audits conducted at any time a Default or Event of Default exists, Issuer shall not be required to reimburse Purchaser for inspections or audits of any individual Loan Party more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties.
Inspections; Appraisals. (a) Permit Agent, or any third party used for such purposes, from time to time, subject (except when a Default or an Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of Intermediate Holdco, any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, conduct appraisals, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations (subject to existing confidentiality obligations and attorney-client privileges). Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Intermediate Holdco and each Obligor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and no Obligor shall not be entitled to rely upon them.
(b) Commencing with calendar year 2018 and continuing for each calendar year thereafter, reimburse Agent for all reasonable and documented charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to two times before November 30th of each calendar year; and (ii) appraisals of Inventory up to two times before November 30th of each calendar year; provided, however, that if an examination or appraisal is initiated during an Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Borrowers agree to pay Agent’s then standard charges for examination activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Parent or its Subsidiaries, inspect, audit and make extracts from Parent or its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Parent or its Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Parent or any of its Subsidiaries to make any inspection, nor to share any results of any inspection, appraisal or report with Parent or any of its Subsidiaries. Parent and Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and neither Parent nor any of its Subsidiaries shall be entitled to rely upon them.
(b) Reimburse Agent for all charges, costs and expenses of Agent in connection with examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate. Subject to and without limiting the foregoing, Parent and Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.
Inspections; Appraisals. Permit Administrative Agent and its agents from time to time, subject to advance notice and during normal business hours (except when a Default or Event of Default exists, no advance notice shall be required and inspections and visits can be made at any time), to visit, inspect, and appraise the Properties of Holdings, any Credit Party or Subsidiary, inspect, audit, and make extracts from any Credit Party’s or Subsidiary’s books and records, to visit and inspect its properties, to verify materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals, Phase I Environmental Site Assessments or examinations and to discuss its affairs, finances and accounts with any of its directors, officers, employees, agents, advisors and independent accountants (provided that an officer or other representative of the applicable Credit Party or Subsidiary shall be permitted to be present for any discussions with the independent accountants) or any of its other representatives such Person’s business, financial condition, assets, prospects, and results of operations; provided, that no Credit Party or their respective Subsidiaries will, pursuant to this Section 8.4(a), be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) in respect of which disclosure to Administrative Agent, any agent thereof or any Lender is prohibited by applicable law, (ii) except to the extent reasonably necessary in order to realize upon any of the Collateral as part of an exercise of remedies under this Agreement or the other Loan Documents, information constituting material trade secrets to the extent not materially relevant to the credit analysis of Credit Parties and their respective Subsidiaries and to the extent the disclosure of such trade secrets would be materially harmful to the business of any Credit Party or any of its Subsidiaries, or (iii) that is subject to attorney-client privilege which cannot be reasonably waived by a Credit Party; provided; further, that this exception to disclose or permit an inspection or discussion of any document, information or other matter shall not limit Credit Parties’ obligations (x) to cooperate with Administrative Agent in connection with the conducting of field examinations, visits, examinations and appraisals, (y) to deliver Qualified Appraisals of Equipment, Intellectual Property, owned Real Estate and Inventory on ...
Inspections; Appraisals. (a) Permit Lender to visit and inspect Borrower’s Properties, inspect, audit and make extracts from Borrower’s records, and discuss with its officers, employees, agents, advisors (excluding legal counsel) and independent accountants Borrower’s business, financial condition, assets, prospects and results of operations. Borrower acknowledges that all inspections, appraisals and reports are prepared by Lender for its purposes, and Borrower shall not be entitled to rely upon them.
(b) Reimburse Lender for all its charges, costs and expenses in connection with examinations of Borrower’s books and records or any other financial or Collateral matters as it deems appropriate not to exceed $7,500 per examination; provided, however, that if an examination is initiated during a Default or Event of Default, all charges, costs and expenses relating thereto shall be reimbursed by Borrower without regard to such limits. Borrower shall pay Lender’s then standard charges for examination activities, including charges for its internal examination and appraisal groups, as well as the charges of any third party used for such purposes.
(c) No Borrowing Base calculation shall include Collateral acquired outside the ordinary course of business.
(d) Lender’s visits, inspections, audits and examinations referenced in (a) and (b) above collectively shall be limited to an aggregate of two (2) times per Loan Year (except that there shall be no limit to the number of examinations conducted by Lender while there exists a Default or Event of Default) and shall be coordinated so to occur at reasonable times and with reasonable advance notice.
Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the -151- day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $25,000,000 and (ii) 17.5% of the Borrowing Base at such time.
(b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of any Loan Party...
Inspections; Appraisals. (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligor’s acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.
Inspections; Appraisals. Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Grantor, inspect, audit and make extracts from Grantor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Grantor’s or its Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Grantor or any other Obligated Party to make any inspection, nor to share any results of any inspection, appraisal or report with Grantor or any other Obligated Party. Grantor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Grantor shall not be entitled to rely upon them.