Inspection by the Agent Sample Clauses

Inspection by the Agent. Each of the Borrowers shall permit the Banks, through the Agent or the Agent's designee, at any reasonable time and from time to time, to (a) visit and inspect the properties (including the Real Properties) of such Borrower and/or conduct a field examination, audit (other than environmental audit) or other on-site examination of the Borrower's operations, books, records and property, provided that prior to the occurrence of an Event of Default, the number of audits of the Borrowers' books and records that the Agent or its designee may conduct in each fiscal year at the Borrowers' sole cost and expense shall be limited to 4 (it being understood that there shall be no limit on the number of audits that may be conducted by the Agent or its designee at the expense of the Agent or the Banks, or at the Borrowers' sole expense after the occurrence of and during the continuation of an Event of Default); (b) after the occurrence and during the continuation of a Default or an Event of Default, conduct one or more environmental audits of the Real Properties or of any real property hereafter acquired or leased by either of the Borrowers, and of the Borrowers' operations, books and records; (c) appraise the value of any of the Collateral, provided that prior to the occurrence of an Event of Default, the Agent or its designee may conduct in each fiscal year only one appraisal at the sole expense of the Borrowers (it being understood that there shall be no limit on the number of appraisals that may be conducted at the expense of the Agent or the Banks, or by the Agent or its designee at the Borrowers' sole expense after the occurrence and during the continuation of an Event of Default); (d) examine and make copies of and take abstracts from the books and records of any of the Borrowers, and (e) discuss the affairs, finances and accounts of any of the Borrowers with its appropriate officers, employees and accountants. In handling such information the Agent and the Banks shall exercise the same degree of care that each exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received, except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Agent or any Bank in connection with their present or prospective business relations with the Borrower, (ii) to prospective transferees or purchasers of an interest in the Revolving Loans, (iii) as required...
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Inspection by the Agent. The Borrowers will permit the Agent or its designees, at any reasonable time during normal business hours and from time to time, to visit and inspect the properties of the Borrowers and their Subsidiaries, if any, to examine and make copies of and take abstracts from the books and records of the Borrowers and any Subsidiaries and to discuss the affairs, finances and accounts of the Borrowers and any Subsidiaries with appropriate officers. Without in any way limiting the foregoing, the Borrowers understand that the Agent intends to conduct field audits of the Borrowers at least three (3) times per year. The Borrowers shall also permit the Agent to arrange for verification of Accounts Receivable, under reasonable procedures, directly with account debtors or by other methods.
Inspection by the Agent. Each member of the Borrower Affiliated Group shall permit the Banks, through the Agent or the Agent's designee, at any reasonable time and from time to time, to (i) visit and inspect the properties (including the Real Properties) of each member of the Borrower Affiliated Group, (ii) conduct commercial finance examinations of each member of the Borrower Affiliated Group, (iii) examine and make copies of and take abstracts from the books and records of each member of the Borrower Affiliated Group, and (iv) discuss the affairs, finances and accounts of each member of the Borrower Affiliated Group with its appropriate officers, employees and accountants. In handling such information the Agent and the Banks shall exercise the same degree of care that each exercises with respect to its own proprietary information of the same types so as to maintain the confidentiality of any non-public information thereby received, except that disclosure of such information may be made (i) to the subsidiaries or affiliates of the Agent or any Bank in connection with their present or prospective business relations with any member of the Borrower Affiliated Group, (ii) to prospective transferees or purchasers of an interest in the Loans, (iii) as required by law, regulation, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of the Agent or any Bank and (v) to legal counsel to the Agent and the Banks in connection with their representation of the Agent and the Banks under the Security Documents and the transactions contemplated thereby.
Inspection by the Agent. The Borrowers will permit the Agent or its designees, to visit and inspect the properties of the Borrowers and their Subsidiaries, to examine and make copies of and take abstracts from the books and records of the Borrowers and any Subsidiaries, at Borrowers' expense, and to discuss the affairs, finances, assets, eligible collateral and accounts of the Borrowers and any Subsidiaries with appropriate officers, all as determined by Agent in its sole discretion. The Borrowers shall also permit the Agent to arrange for verification of Accounts Receivable, under reasonable procedures, directly with account debtors or by other methods."
Inspection by the Agent. The Agent shall have the right, but not the obligation, to enter the premises on which the Collateral is located for the purpose of inspecting the Collateral at any reasonable times and intervals.
Inspection by the Agent. Each Borrower will permit representatives of the Agent, at the request of any Bank to inspect the property and books and records of such Borrower and to make extracts therefrom and to discuss the affairs of each Borrower with its officers, directors, employees and accountants at all reasonable times during normal business hours and, except after the occurrence of an Event of Default, upon reasonable prior notice from the Agent. After the occurrence and during the continuance of an Event of Default, the Borrowers agree to reimburse the Agent for all reasonable out-of-pocket costs and expenses incurred in connection with any such inspection.

Related to Inspection by the Agent

  • Resignation by the Agent (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.

  • Resignation by the Agents Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders and the U.S. Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by the U.S. Borrower and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Ancillary Lenders with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank with an office in New York, New York and an office in London, England (or a bank having an Affiliate with such an office) having a combined capital and surplus having a Dollar Equivalent that is not less than $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

  • Reliance by the Agent The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

  • Reliance by the Agents Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notes.

  • Indemnification by the Agent The Agent agrees to indemnify and hold harmless the Company and its directors and officers, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.

  • Action by Agent 43 SECTION 7.04. Consultation with Experts.......................................................43 SECTION 7.05.

  • Mitigation by the Lenders 15.1 Mitigation Each Finance Party shall, in consultation with the Borrowers take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Security Party under the Finance Documents.

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • Notification by Agent The Agent shall, as promptly as practicable after the Bid Rate Quotes are submitted (but in any event not later than 10:30 a.m. (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction or (y) on the date three Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction), notify the Borrower of the terms (i) of any Bid Rate Quote submitted by a Lender that is in accordance with Section 2.2.(c) and (ii) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Lender with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by the Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. The Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of the Bid Rate Borrowing for which offers have been received and (B) the principal amounts and Absolute Rates or LIBOR Margins, as applicable, so offered by each Lender (identifying the Lender that made each Bid Rate Quote).

  • Information by the Holders (i) Each of the Holders holding securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 2.

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