Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 6 contracts
Samples: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect Upon reasonable notice, at any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times time during normal regular business hours and as often as may be reasonably desired, upon reasonable advance notice requested (but not so as to materially interfere with the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition business of the Borrower Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and its make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseFiscal Year; provided, further it being understood that when an Event of Default exists the Administrative Agent (or may make such additional visits and inspections in each Fiscal Year at its representativesown expense as it reasonably requests) may do and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the foregoing at the reasonable expense Administrative Agent, any Lender or any advisor of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give or any Lender true copies of all financial information made available to the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) board of directors or audit committee of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none board of directors of the Borrower or any Restricted Subsidiary Company; provided that no Company Party will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Lender that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 6 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Inspection Rights. Permit representatives of the Administrative Agent (x) and of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement to which the Borrower or a Restricted Subsidiary is within such person’s control to permit such inspectionbound), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or any of its respective representatives) may do any of the foregoing as often as may be reasonably necessary at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 5 contracts
Samples: Credit Agreement (Sabre Corp), Converting Term Lender (Sabre Corp), Converting Term Lender (Sabre Corp)
Inspection Rights. Permit Permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Agent at reasonable times and during normal business hours, and, so long as no Event of Default has occurred and is continuing, upon reasonable prior notice at the Administrative Agent (x) expense of the Borrowers, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals, Phase I Environmental Site Assessments or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its officers all at directors, officers, managerial employees, independent accountants or any of its other representatives, provided, that so long as no Event of Default shall have occurred and be continuing, (x) the reasonable expense Loan Parties shall not be obligated to pay the fees, costs and expenses for more than one (1) such inspections of the Borrower, and at such reasonable times Loan Parties conducted during normal business hours and as often as may be reasonably desired, each consecutive twelve (12) month period during the term of this Agreement unless the regulatory authorities to which any Lender reports requires more frequent inspections (not to exceed one (1) inspection each quarter) based upon reasonable advance notice the regulatory credit rating applicable to the Borrower Borrowers and (y) the Administrative Borrower shall be given a reasonable opportunity to have reasonable discussions regarding a representative present at any such inspection (and if the businessAdministrative Borrower so elects to have a representative present at such inspection, operations, properties and financial condition of then such inspection shall be held at a time that is reasonably acceptable to both the Administrative Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject Agents). The Borrowers agree to such accountants’ customary policies and procedures); provided that, pay (i) excluding any such visits $850 per day per examiner (not to exceed one (1) examiner and inspections during the continuation a period of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an three (3) Business Days so long as no Event of Default has occurred and is continuing) plus the examiner’s reasonable and documented out-of-pocket costs and expenses incurred in connection with all such visits, audits, inspections, appraisals, valuations and field examinations and (ii) such exercise shall be at the Borrower’s reasonable expense; providedand documented out-of-pocket cost of all visits, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any audits, inspections, appraisals, valuations and field examinations conducted by a third party on behalf of the foregoing at the reasonable expense Agents. In furtherance of the Borrower at any time during normal business hours foregoing, each Loan Party hereby authorizes its independent accountants, and upon reasonable advance written notice. The Administrative Agent shall give the Borrower independent accountants of each of its Subsidiaries, to discuss the opportunity to participate in any discussions affairs, finances and accounts of such Person with the Borrower’s accountants pursuant to clause (y) agents and representatives of the immediately preceding sentence. Notwithstanding anything to the contrary any Agent in Section 6.02(i) or in accordance with this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product7.01(f).
Appears in 4 contracts
Samples: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ reasonable and customary policies and procedures), all at the reasonable expense of the Borrower, Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessCompany; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent and the Lenders shall coordinate with one another regarding any visits under this Section and shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) it being understood that each Lender may be represented in such exercise annual visit or inspection, which shall be at organized by the Borrower’s reasonable expense; provided, further Administrative Agent and that when during the continuation of an Event of Default exists such visits and inspections may be conducted by the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower Lender at any time during normal business hours and upon reasonable advance written noticewithout prior notice and without regard to any limitation as to the number of such visits and inspections in any calendar year). The So long as at such time no Default exists, the Administrative Agent and the Lenders shall give the Borrower Company the opportunity to participate in any discussions with the BorrowerCompany’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10Section, none of neither the Borrower or Company nor any Restricted Subsidiary will be required to disclose disclose, permit inspection of, examination or permit the inspection making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by Requirement of applicable Law or any binding agreement contract that is not entered into in contemplation of any such inspection or disclosure or (iiib) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 4 contracts
Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 3 contracts
Samples: Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Inspection Rights. Permit representatives of The Agent and the Administrative Agent Lenders (xand their respective agents or professional advisors) shall have the right, from time to time, at their discretion and upon reasonable prior notice to the relevant party, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)offices of any Borrower, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its the affairs, finances and accounts condition of any Borrower with its the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all at the reasonable expense of the Borrowerbooks, records, financial statements, collection policies, legal and at such reasonable times during normal business hours regulatory compliance, operating and as often as may be reasonably desiredreporting procedures and information systems, upon reasonable advance notice to their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower and (y) to have reasonable discussions regarding the businessRepresentative, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of DefaultSponsor, the Administrative Guarantors or any Borrower. Upon reasonable notice and during regular business hours, each Borrower agrees to promptly provide the Agent shall not exercise such rights more often than once during and the Lenders (and their respective agents or professional advisors) with access to, copies of and extracts from any calendar year absent the existence of an Event of Default and all documents, records, agreements, instruments or information (ii) such exercise shall be at the Borrower’s reasonable expense; providedincluding, further that when an Event of Default exists the Administrative Agent (or its representatives) may do without limitation, any of the foregoing at in computer data banks and computer software systems) the reasonable expense Agent and the Lenders (and their respective agents or professional advisors) may reasonably require in order to conduct periodic due diligence relating to the Borrowers in connection with the Properties and the Loan Documents. Each Borrower will make available to the Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Diligence Agent’s diligence. In addition, the Borrowers shall provide, or shall cause the Borrower Representative and the Property Manager to provide, the Agent and the Diligence Agent (and their respective agents or professional advisors) from time to time, at any time during normal business hours their discretion and upon reasonable advance written noticeprior notice to the relevant party, with access to such Person to visit and inspect the offices of such Person and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, concerning or otherwise affecting the Properties. The Administrative All costs and expenses incurred by the Agent, the Lenders and the Diligence Agent shall give the Borrower the opportunity to participate (and their respective agents or professional advisors) in any discussions connection with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or due diligence and other matters outlined in this Section 6.10, none of the Borrower or any Restricted Subsidiary will shall be required paid pursuant to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (iiSection 2.8(b) in respect an aggregate amount not to exceed $100,000 per year. Notwithstanding the foregoing, all inspections of which disclosure Properties shall be subject to the Administrative Agent or rights of tenants pursuant to Leases entered into in accordance with the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productterms hereof.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Vinebrook Homes Trust, Inc.), Revolving Credit Agreement (Vinebrook Homes Trust, Inc.), Revolving Credit Agreement (Vinebrook Homes Trust, Inc.)
Inspection Rights. Permit representatives of any representative designated by the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants, all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and and, subject to the limitation below, as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of when an Event of DefaultDefault exists, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (and representatives of any Lender may accompany the Administrative Agent on any such visit at their own expense) and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and (ii) only one such exercise time shall be at the Borrower’s reasonable expense; provided, provided further that (a) when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent notice and (b) so long as no Event of Default exists, advance notice of any discussion with such independent public accountant shall give be given to the Borrower and the Borrower shall have the opportunity to participate in be present at any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentencesuch discussion. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10Agreement, none of the Borrower or any the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ia) that constitutes non-financial trade secrets or non-financial proprietary informationinformation that is not reasonably related to the actual or projected financial results or results of operations of the Borrower and its Restricted Subsidiaries, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding binding, arm’s-length agreement with a third party or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 3 contracts
Samples: Credit Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.), Syndicated Facility Agreement (Kbr, Inc.)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable expense (which expense, when no Event of Default has occurred and is continuing, shall not exceed $10,000 per such visit or inspection); provided, further further, that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work work-product.
Appears in 3 contracts
Samples: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)
Inspection Rights. Permit representatives Lender to perform an annual collateral field audit of the Administrative Agent Borrower’s accounts receivable, inventory and equipment. In addition, at any time during regular business hours and as often as reasonably requested upon reasonable notice (x) but not more often than twice in a calendar year unless an Event of Default exists), permit Lender, or any employee, agent or representative thereof, to examine, audit and make copies and abstracts from Borrowers’ records and books of account and to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporateincluding, financial but not limited to, an annual collateral field audit on accounts receivable and operating records, and make copies thereof or abstracts therefrominventory, and to discuss its affairs, finances and accounts with any of its officers all at the reasonable expense of the Borrowerand key employees, and at such reasonable times during normal business hours and as often as may be reasonably desiredand, upon reasonable advance notice request, furnish promptly to Lender true copies of all financial information and internal management reports made available to their board of directors (or any committee thereof). Notwithstanding any provision of this Agreement to the Borrower and (y) to have reasonable discussions regarding the businesscontrary, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an so long as no Default or Event of Default shall have occurred and (ii) such exercise shall be at the Borrower’s reasonable expense; providedcontinuing, further that when an Event of Default exists the Administrative Agent (or its representatives) may do neither any Borrower nor any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent its Subsidiaries shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or disclose, permit the inspection inspection, examination, photocopying or discussion making extracts of, or discuss, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, or (ii) in respect the disclosure of which disclosure to the Administrative Agent Lender, or the Lenders (or their respective representatives) its designated representative, is then prohibited by Requirement of Law law or any agreement binding agreement on any Borrower or any of its Subsidiaries that was not entered into by any Borrower or any such Subsidiary for the purpose of concealing information from the Lender. Borrowers shall, however, furnish to Lender such information concerning Borrowers’ intellectual property (iiiincluding, without limitation, application and registration numbers for any filings in connection with such intellectual property) that as is subject reasonably necessary to attorney client or similar privilege or constitutes attorney work productpermit Lender to perfect a security interest in such intellectual property.
Appears in 3 contracts
Samples: General Security Agreement (ADESTO TECHNOLOGIES Corp), General Security Agreement (ADESTO TECHNOLOGIES Corp), Credit Agreement (ADESTO TECHNOLOGIES Corp)
Inspection Rights. Permit At any reasonable time and from time to time during normal business hours and following reasonable prior notice, permit the Administrative Agent or any of the Lenders, or any agents or representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Agent, to examine its corporate, financial and operating records, and make copies thereof of and abstracts from the records and books of account of the Parent Borrower or abstracts therefromany other Loan Party (other than materials protected by attorney-client privilege or that a Loan Party may not disclose without violation of a confidentiality obligation binding on it or subject to any other data protection laws) and visit the properties of the Parent Borrower and any other Loan Party, and to discuss its the affairs, finances and accounts of the Parent Borrower and any other Loan Party with its officers any of their officers, directors and/or, in the presence of the Parent Borrower if the Parent Borrower shall so request, independent public accountants, all at the reasonable expense of such Lender or, if applicable, the Borrower, Administrative Agent and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the Parent Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)on only one occasion during any Fiscal Year; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists exists, the Administrative Agent (or its representatives) any Lender may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours hours, as often as may be reasonably desired and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or set forth in this Section 6.10, Agreement or any other Loan Document none of the Parent Borrower or any Restricted Subsidiary will of its Subsidiaries shall be required to disclose or discuss, or permit the inspection inspection, examination or discussion making of extracts of, any documentrecords, books, information or account or other matter (ix) in respect of which disclosure to the Administrative Agent, any Lender or their agents or representatives is then prohibited by applicable law or any agreement binding on the Parent Borrower or its Subsidiaries, (y) that is protected from disclosure by the attorney-client privilege or the attorney work product doctrine or (z) that constitutes non-financial trade secrets or non-financial proprietary informationinformation (collectively, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.“Disclosure Exceptions”). 103
Appears in 3 contracts
Samples: Credit Agreement (Cummins Inc), Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Atmus Filtration Technologies Inc.)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and the Lenders to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerdirectors, officers, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Parent Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the Parent Borrower; provided that, (i) excluding any such visits only the Administrative Agent, on behalf of the Lenders, may exercise rights of the Administrative Agent and inspections during the continuation of an Event of Default, Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable Borrowers’ expense; provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representatives) representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and as often as may be reasonably desired upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary informationand other confidential information that is competitively sensitive in the good faith and reasonable determination of the Parent Borrower, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work work-product.
Appears in 2 contracts
Samples: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (Change Healthcare Inc.)
Inspection Rights. Permit representatives Subject to applicable Gaming Laws, permit representatives, designees and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower Borrower; provided that (x) only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10, and (y) to have reasonable discussions regarding absent the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation existence of an Event of Default, the Administrative Agent shall not exercise such rights more often than once (i) four (4) times during any calendar the first year absent following the existence of an Event of Default Closing Date and (ii) such exercise shall be at from and after the Borrower’s reasonable expensefirst anniversary of the Closing Date, two (2) times during each 12 month period commencing on the first anniversary of the Closing Date; provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representativesrepresentatives or independent contractors) may do any of the foregoing at the reasonable PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. expense of the Borrower (without limitation as to the number of such visits) at any time during normal business hours and upon reasonable advance written notice. The notice (it being understood and agreed that the Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) independent public accountants). Without limitation of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10foregoing, none of the Borrower or any shall, and shall cause the Restricted Subsidiary will be required Subsidiaries, to disclose or permit comply with the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) covenants specified in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.Exhibit N.
Appears in 2 contracts
Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Inspection Rights. Permit representatives Upon the request of the Administrative Agent (x) on behalf of any Lender, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (provided, that a representative of any of the Borrowers or any Subsidiary shall be entitled to attend any such meetings with such independent public accountants), all at the reasonable expense of the BorrowerLenders when no Event of Default exists, and at such reasonable times during normal business hours and as often as may be reasonably desiredhours, upon reasonable advance notice to the Borrower Company and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights no more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseper year; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Company at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding ; provided, further that notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10herein, none of the Borrower Borrowers or any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or discussion ofmaking of copies of or taking abstracts from, or discuss any document, information information, or other matter (iA) that constitutes non-financial trade secrets or non-financial proprietary informationinformation of the Company and its Subsidiaries and/or any of its customers and/or suppliers, (iiB) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or any of their respective representativesrepresentatives or agents) is prohibited by Requirement of Law or any binding agreement or applicable Law, (iiiC) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product(D) in respect of which any Borrower or any Subsidiary owes confidentiality obligations to any third party (it being understood that the Company or any of the Subsidiaries shall inform the Administrative Agent of the existence and nature of the confidential records, documents or other information not being provided and, following a reasonable request from the Administrative Agent, use commercially reasonable efforts to request consent from an applicable contractual counterparty to disclose such information (but shall not be required to incur any cost or expense or pay any consideration of any type to such party in order to obtain such consent)).
Appears in 2 contracts
Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, any Affiliate of Borrower or related to Borrower’s, or any Borrower’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement; provided that (i) any information contained in any annual report, or any Form 10‑K, Form 10‑Q or Form 8‑K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of the Borrower subject to the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) reporting requirements of the immediately preceding sentence. Notwithstanding anything Securities Exchange Act of 1934, as amended, proxy material delivered to the contrary in Section 6.02(i) or in this Section 6.10, none stockholders of the Borrower or any Restricted Subsidiary will report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be required to disclose or permit the inspection or discussion ofdeemed confidential, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in respect of which disclosure to any interest in the Administrative Agent Loans or the Lenders Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or their respective representativesother professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (C) is prohibited by Requirement in connection with the enforcement of Law any of the Loan Documents or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productlitigation in connection therewith.
Appears in 2 contracts
Samples: Credit Agreement (Camden Property Trust), Credit Agreement (Camden Property Trust)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent (x) or any Lender may reasonably request, permit the Administrative Agent or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and any of its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expensetheir respective officers or directors; provided, further however, that when an Event of Default exists the Administrative Agent (or its representatives) may do Borrower reserves the right to restrict access to any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours its Subsidiaries’ generating facilities in accordance with reasonably adopted procedures relating to safety and upon reasonable advance written noticesecurity. The Administrative Agent shall give the Borrower the opportunity and each Lender agree to participate in use reasonable efforts to ensure that any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of information concerning the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to its Subsidiaries obtained by the Administrative Agent or the Lenders such Lender pursuant to this subsection (d) or their respective representatives) is prohibited by Requirement of Law or any binding agreement or subsection (iiig) that is subject not contained in a report or other document filed with the SEC, distributed by the Borrower to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s or such Lender’s business operations be treated confidentially by the Administrative Agent, or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants). Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws.
Appears in 2 contracts
Samples: Year Credit Agreement (Jersey Central Power & Light Co), Credit Agreement (Jersey Central Power & Light Co)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which such Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable Borrowers’ expense; provided, further further, that when an Event of Default exists is continuing the Administrative Agent (or any of its respective representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or Borrowers nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 2 contracts
Samples: Credit Agreement (Atotech LTD), Credit Agreement (Atotech LTD)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of neither the Borrower and nor any of its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose to the Administrative Agent or permit any Lender or any agents or representatives thereof any information that is the inspection subject of attorney-client privilege or discussion of, any document, attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or other matter that is prevented from disclosure pursuant to a confidentiality agreement with third parties (i) provided that constitutes nonthe Borrower agrees to use commercially reasonable efforts to obtain any required third-financial trade secrets or non-financial proprietary informationparty consent to such disclosure, (ii) in respect of which disclosure subject to customary nondisclosure restrictions applicable to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by the Borrower to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s or such Lender’s business operations be treated confidentially by the Administrative Agent or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 2 contracts
Samples: Credit Agreement (FirstEnergy Solutions Corp.), Credit Agreement
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, any Affiliate of Borrower or related to Borrower’s, or any Borrower’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement; provided that (i) any information contained in any annual report, or any Form 10-K, Form 10-Q or Form 8-K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of the Borrower subject to the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) reporting requirements of the immediately preceding sentence. Notwithstanding anything Securities Exchange Act of 1934, as amended, proxy material delivered to the contrary in Section 6.02(i) or in this Section 6.10, none stockholders of the Borrower or any Restricted Subsidiary will report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be required to disclose or permit the inspection or discussion ofdeemed confidential, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in respect of which disclosure to any interest in the Administrative Agent Loans or the Lenders Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or their respective representativesother professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (C) is prohibited by Requirement in connection with the enforcement of Law any of the Loan Documents or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productlitigation in connection therewith.
Appears in 2 contracts
Samples: Credit Agreement (Camden Property Trust), Credit Agreement (Camden Property Trust)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective senior executives or officers; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of neither the Borrower and nor any of its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose to the Administrative Agent or permit any Lender or any agents or representatives thereof any information that is the inspection subject of attorney-client privilege or discussion of, any document, attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or other matter that is prevented from disclosure pursuant to a confidentiality agreement with third parties (i) provided that constitutes nonthe Borrower agrees to use commercially reasonable efforts to obtain any required third-financial trade secrets or non-financial proprietary informationparty consent to such disclosure, (ii) in respect of which disclosure subject to customary nondisclosure restrictions applicable to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by the Borrower to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s or such Lender’s business operations be treated confidentially by the Administrative Agent or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 2 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists is continuing the Administrative Agent (or any of its respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 2 contracts
Samples: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Inspection Rights. Permit (i) Permit, and cause each of its Subsidiaries to permit, the agents and representatives of the Administrative Agent at any time and from time to time during normal business hours, and (x) so long as no Default or Event of Default exists), with reasonable prior notice, at the expense of the Borrower, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine verify materials, leases, notes, accounts receivable, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, and make copies thereof physical counts, valuations, appraisals or abstracts therefrom, examinations and to discuss its affairs, finances and accounts with any of its officers all directors, officers, managerial employees, independent accountants or any of its other representatives, (ii) permit, and cause each of its Subsidiaries to permit, the agents and representatives of any Lender at the any time and from time to time during normal business hours, and (so long as no Default or Event of Default exists), with reasonable expense of prior notice to the Borrower, to discuss its affairs, finances and at such accounts with the Chief Executive Officer, Chief Financial Officers, Treasurer and any Senior or Executive Vice President of Borrower, and (iii) pay upon demand the reasonable times during normal business hours costs and expenses of the Administrative Agent in connection with all visits, audits, inspections, valuations, appraisals and field examinations (including the cost of all visits, audits, inspections, valuations, appraisals and field examinations conducted by a third party on behalf of the Administrative Agent), provided that so long as often as may be reasonably desiredno Default or Event of Default has occurred and is continuing, upon reasonable advance notice to the Borrower and shall not be required to reimburse the Administrative for more than two (y2) to have reasonable discussions regarding the businessfield examinations, operationsone (1) Refinery Appraisal and, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants at any time that no Alon Stock is Alon Marketable Stock, one (subject to such accountants’ customary policies and procedures)1) Alon Stock Appraisal, in each instance, during any calendar year; and, further, provided that, (i) excluding any after one or more Casualty Events and Dispositions of Specified Fixed Assets have occurred which, in the aggregate with all other such visits events, if any, occurring from and inspections during after the continuation date of an Event the most recent Refinery Appraisal, results in Net Cash Proceeds in excess of Default$20,000,000, the Administrative Agent may, in its reasonable discretion, require a new Refinery Appraisal and the Borrower shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists reimburse the Administrative Agent (or its representatives) may do any for such Refinery Appraisal. In furtherance of the foregoing at foregoing, each Loan Party hereby authorizes its independent accountants, and the reasonable expense independent accountants of each of its Subsidiaries, to discuss the Borrower at any time during normal business hours affairs, finances and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions accounts of such Person (independently or together with representatives of such Person) with the Borrower’s accountants pursuant to clause (y) agents and representatives of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender in accordance with this Section 6.01(f). In the Lenders (or their respective representatives) is prohibited by Requirement event of Law or any binding agreement or (iii) that is subject Alon Stock Appraisal, the Loan Parties shall provide the independent appraiser with all information and data reasonably necessary to attorney client or similar privilege or constitutes attorney work productmake a determination of the Alon Stock Appraised Value.
Appears in 2 contracts
Samples: Financing Agreement (Delek US Holdings, Inc.), Financing Agreement (Delek US Holdings, Inc.)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and and, with the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) make copies thereof or abstracts therefromtherefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and accounts with its directors and officers and use commercially reasonably efforts to make its independent public accountants available to discuss its affairs, finances and accounts (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and inspections during the continuation of an Event of Default, Lenders under this Section 6.11 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and such one (ii1) such exercise time shall be at the Borrower’s reasonable expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representativesrespective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.106.11, none of Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement with any third party or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clause (b) or (c) of this Section 6.11 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.
Appears in 2 contracts
Samples: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)
Inspection Rights. Permit Each Loan Party will, and will cause each Subsidiary to permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent (x) Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice during normal business hours, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine and make extracts from its corporate, financial books and operating records, including environmental assessment reports and make copies thereof Phase I or abstracts therefromPhase II studies, and to discuss its affairs, finances and accounts condition with its officers and independent accountants, all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desiredrequested; provided, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and however that financial condition officers of the Borrower and its Subsidiaries shall be entitled to participate in any discussion or meeting with the Borrower’s independent certified public accountants and, absent the continuance of an Event of Default, the Borrower shall not be required to reimburse the Administrative Agent or the Lenders for more than one visit (subject and if there is more than one such visit in a fiscal year due to such accountants’ customary policies the occurrence and procedures); provided that, (i) excluding any such visits and inspections during the continuation continuance of an Event of Default, the Administrative Agent shall not exercise be reimbursed for its visits before any Lender is so reimbursed for its visits) in any fiscal year (it being understood without limitation of the foregoing that there shall be no limitation on the frequency of such rights more often than once during any calendar year absent the existence of visits and inspections (x) if an Event of Default shall have occurred and be continuing or (iiy) such exercise shall be at visit and/or inspection is paid for by the Borrower’s reasonable expense; provided, further that when an relevant Lender). After the occurrence and during the continuance of any Event of Default exists Default, each Loan Party shall provide the Administrative Agent (or and each Lender with contact information relating to its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written noticesuppliers. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or Nothing in this Section 6.106.10 shall be construed to cause Holdings, none of the Borrower any Loan Party or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (its or their respective representatives) is prohibited Subsidiaries to divulge any materials covered by Requirement of Law an attorney-client privilege that has not been waived or any binding agreement or (iii) that is otherwise subject to attorney client confidentiality or similar privilege disclosure restrictions that would prohibit or constitutes attorney work productrestrict such disclosure.
Appears in 2 contracts
Samples: Credit Agreement (Libbey Inc), Credit Agreement (Libbey Inc)
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, provided further that when an Event of Default exists the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(iSubsection 7.2(i) or in this Section 6.10Subsection 7.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information 1004254246v19 or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 2 contracts
Samples: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable Borrowers’ expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ independent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower Borrowers or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. In addition, if the Administrative Agent is required by law or regulation or internal policies to do so, it shall have the right, at the reasonable expense of the Borrowers, to periodically conduct Patriot Act searches and customary individual background checks for the Loan Parties, and the Borrowers agree to cooperate in respect of the conduct of such searches.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)
Inspection Rights. Permit representatives of The Agent and the Administrative Agent Lenders (xand their respective agents or professional advisors) shall have the right, from time to time, at their discretion and upon reasonable prior notice to the relevant party, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)offices of any Borrower, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its the affairs, finances and accounts condition of any Borrower with its the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all at the reasonable expense of the Borrowerbooks, records, financial statements, collection policies, legal and at such reasonable times during normal business hours regulatory compliance, operating and as often as may be reasonably desiredreporting procedures and information systems, upon reasonable advance notice to their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, the Operating Partnership, Silver Bay, or any Borrower. The Agent and the Lenders (yand their respective agents and professional advisors) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding shall treat as confidential any such visits and inspections information obtained during the continuation of an Event of Default, the Administrative Agent shall aforementioned examinations which is not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expensealready publicly known or available; provided, further however, that when an Event of Default exists the Administrative Agent and the Lenders (and their respective agents or its representativesprofessional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Lenders (and their respective agents or professional advisors) with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing at in computer data banks and computer software systems) the reasonable expense Agent and the Lenders (and their respective agents or professional advisors) may reasonably require in order to conduct periodic due diligence relating to the Borrowers in connection with the Properties 118 and the Loan Documents. Each Borrower will make available to the Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Valuation Agent’s diligence. In addition, the Borrowers shall provide, or shall cause the Borrower Representative and each Property Manager to provide, the Agent and the Valuation Agent (and their respective agents or professional advisors) from time to time, at any time during normal business hours their discretion and upon reasonable advance written noticeprior notice to the relevant party, with access to such Person to visit and inspect the offices of such Person and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, concerning or otherwise affecting the Properties. The Administrative All costs and expenses incurred by the Agent, the Lenders and the Valuation Agent shall give the Borrower the opportunity to participate (and their respective agents or professional advisors) in any discussions connection with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or due diligence and other matters outlined in this Section 6.10shall be paid by the Borrowers. Notwithstanding the foregoing, none all inspections of the Borrower or any Restricted Subsidiary will Properties shall be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure subject to the Administrative Agent or rights of tenants pursuant to Leases entered into in accordance with the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productterms hereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (Silver Bay Realty Trust Corp.)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such 753190870 Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit the Blackstone Credit Representative, the Ally Representative and representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Blackstone Credit Representative, the Ally Representative and the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent and the Blackstone Credit Representative (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent Agent, the Blackstone Credit Representative and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is 157 prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Samples: Credit Agreement (KLDiscovery Inc.)
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (Except to the extent it is within such personprohibited by applicable laws and regulations, agreements with third parties prohibiting the disclosure thereof and excluding any information subject to any legal privilege, Borrower shall permit Lender and Lender’s control Representatives after signing a confidentiality and nondisclosure agreement satisfactory to permit such inspection), to examine Borrower in its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and sole discretion to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower with, and to be advised as to the same by, any officers requested by Lender, including Borrower’s Chief Executive Officer and Chief Financial Officer, other employees and independent public accountants (and by this provision Borrower hereby authorizes such accountants to discuss with Lender the finances and affairs of Borrower) at such reasonable times during normal business hours and reasonable intervals as often as Borrower may specify; provided, however, that this right shall not be reasonably desired, upon reasonable advance exercised more than once per calendar quarter and only with five Business Days’ prior written notice to so long as: (a) the Borrower Bank shall be “well capitalized” in accordance with the rules and regulations of its primary federal regulator and (yb) no Event of Default shall have occurred and be continuing, and provided, further, that Lender agrees to have reasonable discussions maintain the confidentiality of all information regarding Borrower obtained as a result of the exercise of this right and through any other means, except for disclosure to Lender’s Representatives or as required otherwise by law or regulation, and Borrower shall not be required to make available to Lender any customer lists or other proprietary information unless such information is required by Lender to determine the financial condition of Borrower or to determine the ability of either to meet its obligations hereunder and does not violate applicable laws and regulations and agreements with third parties prohibiting the disclosure thereof and excluding any confidential regulatory examination information or information subject to any legal privilege. Subject to restrictions in the foregoing sentence, Borrower shall provide promptly to Lender other information concerning the business, operations, properties and financial condition and regulatory status of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject as Lender may from time to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productreasonably request.
Appears in 1 contract
Samples: Subordinated Debenture Purchase Agreement (First Internet Bancorp)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such 110 exercise shall be at the Borrower’s reasonable expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect At any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times time during normal regular business hours and as often as may be reasonably desiredrequested (but not so as to materially interfere with the business of Borrower or any of its Subsidiaries) and, if no Event of Default has occurred and is continuing, upon reasonable advance notice notice, permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, (a) to examine, audit and make copies and abstracts from the records and books of account of, (b) to visit, and inspect the Properties of, Borrower and its Subsidiaries, (yc) to have reasonable discussions regarding discuss the businessaffairs, operations, properties finances and financial condition accounts of the Borrower and its Subsidiaries with any of their officers, key employees or accountants or with any relevant taxing authority (and Borrower shall promptly execute and deliver to the Borrower’s independent certified public accountants Administrative Agent any waivers of confidentiality required to permit such discussions), and (subject d) in the case of the Administrative Agent, to such accountants’ customary policies discuss the accounts of Borrower and procedures); provided that, (i) excluding any such visits its Subsidiaries with vendors upon the occurrence and inspections during the continuation continuance of an Event of Default, and, upon request, furnish promptly to the Administrative Agent shall not exercise such rights more often than once during tree copies of all financial information made available to the senior management of Borrower or any calendar year absent of its Subsidiaries. Audits of Borrower's books and records and of the existence of an Event of Default and (ii) such exercise Collateral shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists conducted by the Administrative Agent (or its representatives) may do any of employees, agents or representatives twice per year, or more frequently if reasonably requested by the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written noticeRequisite Lenders. The Administrative Agent shall give the Borrower the opportunity to participate may, at any time, either orally or in writing, request confirmation from any discussions with the Borrower’s accountants pursuant to clause (y) account debtor, of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none current amount and status of the Borrower or any Restricted Subsidiary will be required accounts receivable upon which such account debtor is obligated to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productBorrower.
Appears in 1 contract
Samples: Loan Agreement (Landec Corp \Ca\)
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating recordsThe Borrower shall, and make copies thereof or abstracts therefromshall cause each Permitted Subsidiary to, and to discuss its affairs, finances and accounts with its officers all at the any reasonable expense of the Borrower, and at such reasonable times time during normal business hours and as often as may be reasonably desired, upon reasonable advance notice prior written notice, from time to time permit the Borrower Lenders, the Agent or any agent or representative thereof to (i) visit and (y) to have reasonable discussions regarding inspect the business, operations, properties and financial condition of the Borrower and each Permitted Subsidiary and discuss the affairs, finances, assets and accounts of the Borrower and each Permitted Subsidiary with any of the officers, directors or other representatives of the Borrower or any Permitted Subsidiary and (ii) discuss the affairs, finances, assets and accounts of the Borrower with its Subsidiaries with the Borrower’s independent certified public accountants (subject provided that the Agent and the Lenders shall give the Borrower reasonable prior notice and the opportunity to such accountants’ customary policies participate in any discussions with Xxxxxxxx’s independent accountants or any other non-employees), and procedures)to examine and make copies of and abstracts from their records and books of account, all at the expense of the Borrower; provided thatprovided, however, that (i1) excluding any such visits unless an Event of Default is in existence, the Borrower shall have no obligation to pay for inspections conducted under this paragraph (g) in excess of twice per calendar year, and inspections (2) during the continuation existence of an Event of Default, the Administrative Lenders, the Agent shall not exercise such rights more often than once during or any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (agent or its representatives) representative thereof may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative In addition, upon request of the Agent shall give or the Lenders, the Borrower the opportunity to participate in any discussions will conduct a meeting (which may be held telephonically) with the Borrower’s accountants pursuant Agent and the Lenders at a time and place to clause (y) of be reasonably agreed to discuss the immediately preceding sentence. Notwithstanding anything to most recently reported financial results and the contrary in Section 6.02(i) or in this Section 6.10, none financial condition of the Borrower or and its Permitted Subsidiaries and any Restricted Subsidiary will other matters reasonably requested to be required to disclose or permit discussed by the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (Lenders, at which meeting there shall be present a responsible financial officer and such other officers of the Borrower and the Permitted Subsidiaries as may be reasonably requested to attend by the Agent or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productthe Lenders.
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Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to have reasonable discussions regarding disclose to the businessAdministrative Agent, operations, properties and financial condition any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, nondisclosure restrictions applicable to the Administrative Agent shall not exercise such rights more often than once during Agent, any calendar year absent Fronting Bank or the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; providedLenders, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written noticeas applicable). The Administrative Agent shall give the Borrower the opportunity Agent, each Fronting Bank and each Lender agree to participate in use reasonable efforts to ensure that any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of information concerning the Borrower or any Restricted Subsidiary will of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required to disclose by valid subpoena or permit in the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect normal course of which disclosure to the Administrative Agent Agent’s, such Fronting Bank’s or such Lender’s 72 business operations be treated confidentially by the Lenders Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, any Affiliate of Borrower or related to Borrower’s, or any Borrower’s Affiliate’s businesses or operations, except to the extent such Lender is required to disclose such information pursuant to any applicable Legal Requirement and to such Lender’s Affiliates (subject to such Affiliates’ compliance with the confidentiality obligations contained herein); provided that (i) any information contained in any annual report, or any Form 10-K, Form 10-Q or Form 8-K reports (if any) which have been delivered to the SEC, or any other annual or quarterly reports to the stockholders of the Borrower subject to the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) reporting requirements of the immediately preceding sentence. Notwithstanding anything Securities Exchange Act of 1934, as amended, proxy material delivered to the contrary in Section 6.02(i) or in this Section 6.10, none stockholders of the Borrower or any Restricted Subsidiary will report delivered to the SEC, or any other information that is in the public domain or has become publicly known, shall not in any event be required to disclose or permit the inspection or discussion ofdeemed confidential, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in respect of which disclosure to any interest in the Administrative Agent Loans or the Lenders Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, (B) to any accountants or their respective representativesother professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (C) is prohibited by Requirement in connection with the enforcement of Law any of the Loan Documents or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productlitigation in connection therewith.
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Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or 744222473 such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and and, with the prior written consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) make copies thereof or abstracts therefromtherefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and accounts with its directors and officers and use commercially reasonably efforts to make its independent public accountants available to discuss its affairs, finances and accounts (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits only the Administrative Agent on behalf of the Lenders may 176 exercise rights of the Administrative Agent and inspections during the continuation of an Event of Default, Lenders under this Section 6.11 and the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and such one (ii1) such exercise time shall be at the Borrower’s reasonable expenseexpense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representativesrespective representatives or independent contractors) on behalf of the Lenders may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.106.11, none of Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement with any third party or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product; provided that, to the extent legally permissible, the Borrower shall notify the Administrative Agent that any such document, information or other matter is being withheld pursuant to clause (b) or (c) of this Section 6.11 and shall use commercially reasonable efforts to communicate, to the extent permitted, the applicable information in a way that would not violate such restrictions and to eliminate such restrictions.
Appears in 1 contract
Inspection Rights. Permit representatives of the Lenders through the Administrative Agent, the Administrative Agent (x) or any representative designated by the Administrative Agent, to visit and inspect any of its the properties of the Loan Parties or any of their respective Subsidiaries (subject to the extent it is within such person’s control to permit such inspectionrights of any tenants), to examine its corporate, financial the books of account of the Loan Parties and operating records, their respective Subsidiaries relating to their businesses (and to make copies thereof or abstracts and extracts therefrom, ) and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerLoan Parties and their respective Subsidiaries with their Responsible Officers, and all at such reasonable times (during normal business hours hours) and intervals as often as the Administrative Agent may reasonably request upon not less than four (4) Business Days’ notice; provided, however, that inspections shall be reasonably desired, upon reasonable advance notice limited to once per year unless an Event of Default shall have occurred and be continuing. The Administrative Agent and the Borrower and (y) Lenders shall use good faith efforts to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any coordinate such visits and inspections during so as to minimize the continuation of an Event of Default, interference with and disruption to the Administrative Agent shall not exercise Loan Parties’ or such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during Subsidiaries’ normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceoperations. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none no Loan Party nor any of the Borrower or any Restricted Subsidiary their Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representativesits designated representative) or any Lender is then prohibited by Requirement of Law law or any agreement binding agreement on any Loan Party or any of its Subsidiaries or (iiiii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product. Each such visit and inspection shall be at the visitor’s cost unless made during the continuance of an Event of Default, in which case all such costs shall be at the expense of the Borrower.
Appears in 1 contract
Inspection Rights. (a) Permit representatives of the Administrative Agent (x) and any Lender, at the expense of any such Lender), subject to reasonable advance notice to, and reasonable coordination with, the Borrower and during normal business hours, to visit and inspect any the properties of its properties the Loan Parties, at the Borrower’s expense as provided in clause (to b) below, inspect, audit and make extracts from the extent it is within such person’s control to permit such inspection), to examine its Loan Parties’ corporate, financial and or operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerofficers, employees, agents, advisors and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures) the Loan Parties’ business, financial condition, assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided thatthat the Administrative Agent shall only be permitted to conduct two field examinations and two inventory appraisals (in each case, (i) excluding exclusive of any such visits and inspections field examination or appraisal initiated during an Increased Reporting Period or during the continuation existence and continuance of an Event of Default) with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that during any Increased Reporting Period, one additional field examination and one additional inventory appraisal of Revolver Priority Collateral will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of the Loan Parties, nor result in any damage to the property or other Collateral. Neither the Administrative Agent nor any Lender shall not exercise such rights more often than once during have any calendar year absent duty to the existence Borrower to make any inspection, nor to share any results of an Event of Default and (ii) such exercise shall be at any inspection, appraisal or report with the Borrower’s reasonable expense; provided. The Borrower acknowledges that all inspections, further that when an Event of Default exists appraisals and reports are prepared by the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of and Lenders for their purposes, and the Borrower at any time during normal business hours and shall not be entitled to rely upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productthem.
Appears in 1 contract
Samples: Credit Agreement (Cenveo, Inc)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and the Lenders to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerdirectors, officers, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Parent Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the Parent Borrower; provided that, (i) excluding any such visits only the Administrative Agent, on behalf of the Lenders, may exercise rights of the Administrative Agent and inspections during the continuation Lenders under this Section 6.10 and the Change Healthcare Inc. has requested confidential treatment of an Event this registration statement and associated correspondence pursuant to Rule 83 of Default, the Securities and Exchange Commission. Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Borrower’s reasonable Borrowers’ expense; provided, further further, that when an Event of Default exists exists, the Administrative Agent (or any of its representatives) representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and as often as may be reasonably desired upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary informationand other confidential information that is competitively sensitive in the good faith and reasonable determination of the Parent Borrower, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work work-product.
Appears in 1 contract
Inspection Rights. Permit representatives The Administrative Agent shall have the right to designate a Third Party independent public accounting firm (the “the Purchasers Representative”) to visit the Company and its Subsidiaries’ offices and properties where the Company and its Subsidiaries keep and maintain their books and records relating or pertaining to the Included Product Revenues, the Ex-U.S. Royalties, the Assigned Interests and the Revenue Interest Payments and Ex-U.S. Royalty Payments payable hereunder for purposes of conducting an audit of such books and records, and to inspect and audit such books and records. Any such audit or inspection must (i) be limited to the three-year period during which the Company is required to maintain such records, (ii) not be exercised more than once in any calendar year, (iii) during normal business hours, and (iv) following seven (7) Business Days’ prior written notice given by the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within Company. In connection with any such person’s control audit, the Company will provide the Purchasers Representative reasonable access to permit such inspection), to examine its corporate, financial books and operating recordsrecords maintained by the Company, and make copies thereof or abstracts therefrom, and shall permit the Purchasers Representative to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial and other condition of the Borrower and Company or any of its Subsidiaries including, but not limited to, matters relating or pertaining to the Included Product Revenues, the Assigned Interests and the Revenue Interest Payments payable hereunder with officers of the Company and with the BorrowerCompany’s independent certified public accountants (subject accountants, in all cases solely to such accountants’ customary policies verify the accuracy of the Quarterly Reports provided under Section 5.01(f) and procedures); provided thatrelated payments due under this Agreement. Without limiting the foregoing, (i) excluding prior to any such visits and inspections during the continuation of an Event of Defaultaudit under this Section, the Administrative Agent Purchasers Representative shall not exercise such rights more often than once during any calendar year absent enter into a written confidentiality agreement with the existence of an Event of Default and Company that (iiA) such exercise shall be at limits the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any use of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the BorrowerCompany’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything records to the contrary in Section 6.02(i) or verification purpose described in this Section 6.10, none of Section; (B) limits the Borrower or any Restricted Subsidiary will be required to information that the Purchasers Representative may disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent to information required for the Administrative Agent to understand the payments due and paid and any discrepancies; and (C) prohibits the disclosure of any information contained in such records to any other Third Party for any purpose. The Parties agree that all information subject to review under this Section 5.01(d) or provided by the Lenders (or their respective representatives) Purchasers Representative to the Company is prohibited by Requirement of Law or the Company’s Confidential Information, and neither the Administrative Agent nor the Purchasers shall use any binding agreement or (iii) such information for any purpose that is subject not germane to attorney client or similar privilege or constitutes attorney work productthis Section 5.01(d).
Appears in 1 contract
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to have reasonable discussions regarding disclose to the businessAdministrative Agent, operations, properties and financial condition any Fronting Bank or any Lender or any agents or representatives thereof any information that is 67 753190981 the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, nondisclosure restrictions applicable to the Administrative Agent shall not exercise such rights more often than once during Agent, any calendar year absent Fronting Bank or the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; providedLenders, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written noticeas applicable). The Administrative Agent shall give the Borrower the opportunity Agent, each Fronting Bank and each Lender agree to participate in use reasonable efforts to ensure that any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of information concerning the Borrower or any Restricted Subsidiary will of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required to disclose by valid subpoena or permit in the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect normal course of which disclosure to the Administrative Agent Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Lenders Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent (x) Agent, the Fronting Bank or any Lender may reasonably request, permit the Administrative Agent, the Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and any of its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expensetheir respective officers or directors; provided, further however, that when an Event of Default exists the Administrative Agent (or its representatives) may do Borrower reserves the right to restrict access to any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours its Subsidiaries’ generating facilities in accordance with reasonably adopted procedures relating to safety and upon reasonable advance written noticesecurity. The Administrative Agent shall give Agent, the Borrower the opportunity Fronting Bank and each Lender agree to participate in use reasonable efforts to ensure that any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of information concerning the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to its Subsidiaries obtained by the Administrative Agent Agent, the Fronting Bank or the Lenders such Lender pursuant to this subsection (d) or their respective representatives) is prohibited by Requirement of Law or any binding agreement or subsection (iiig) that is subject not contained in a report or other document filed with the SEC, distributed by the Borrower to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, the Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, the Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, the Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, the Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants). Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws.
Appears in 1 contract
Samples: Year Credit Agreement (Jersey Central Power & Light Co)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Intermediate Holdings or Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Intermediate Holdings and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Intermediate Holdings; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the BorrowerIntermediate Holdings’s reasonable expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower Intermediate Holdings at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Intermediate Holdings the opportunity to participate in any discussions with the BorrowerIntermediate Holdings’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or Intermediate Holdings nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-non- financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Samples: First Lien Credit Agreement
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal 132 business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding Lead Borrower; provided that only the business, operations, properties and financial condition Administrative Agent on behalf of the Borrower Lenders may exercise rights of the Administrative Agent and its Subsidiaries with the Borrower’s independent certified public accountants (subject to Lenders under this Section 6.10 and the Administrative Agent shall not exercise such accountantsrights more often than one time during any calendar year and such time shall be at the Borrowers’ customary policies and procedures)expense; provided thatprovided, (i) excluding any such visits and inspections further, that during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or any of its representatives) respective representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Lead Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceLoan Parties’ independent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or Parent nor any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter which (i) that constitutes non-non- financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law Law, fiduciary duty or any binding agreement Contractual Obligation (not created in contemplation thereof) or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work work-product.
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to have reasonable discussions regarding disclose to the businessAdministrative Agent, operations, properties and financial condition any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by 71 the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, nondisclosure restrictions applicable to the Administrative Agent shall not exercise such rights more often than once during Agent, any calendar year absent Fronting Bank or the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; providedLenders, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written noticeas applicable). The Administrative Agent shall give the Borrower the opportunity Agent, each Fronting Bank and each Lender agree to participate in use reasonable efforts to ensure that any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of information concerning the Borrower or any Restricted Subsidiary will of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required to disclose by valid subpoena or permit in the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect normal course of which disclosure to the Administrative Agent Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Lenders Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit Upon reasonable advance written notice, permit representatives and independent contractors of the Administrative Agent (x) or another Person representing the Required Lenders to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromtherefrom (except to the extent (a) any such access is restricted by a Requirement of Law or (b) any such agreements, contracts or the like are subject to a written confidentiality agreement with a non-Affiliate that prohibits the Borrower or any of its Subsidiaries from granting such access to the Administrative Agent or such Person; provided that, with respect to such confidentiality restrictions affecting the Borrower or any of its Subsidiaries, a Responsible Officer of the Borrower is made available to the Administrative Agent or such Person to discuss such confidential information to the extent permitted by the confidentiality restrictions, as determined in the sole discretion of the Borrower), and to discuss its affairsthe business, finances and accounts with its officers all at the reasonable expense of the Borrower, and independent public accountants at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, that the Administrative Agent and the Person representing the Required Lenders shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of give the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall notice prior to any contact with such accountants and give the Borrower the opportunity to participate in any discussions with such discussions, provided further that the Borrower’s accountants pursuant to clause costs of one such visit per calendar year (yor an unlimited amount if an Event of Default has occurred and is continuing) of for the immediately preceding sentence. Notwithstanding anything to Administrative Agent or such Person and their representatives as a group shall be the contrary in Section 6.02(i) or in this Section 6.10, none responsibility of the Borrower or and, absent an Event of Default, the Administrative Agent, the Required Lenders and their representatives as a group shall visit no more often than twice in any Restricted Subsidiary will be required to disclose or permit twelve month period. Notwithstanding the inspection or discussion offoregoing, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect Mine visits are only permitted if the representatives and independent contractors of which disclosure to the Administrative Agent or the Required Lenders (or their respective representatives) is prohibited agree to be bound by Requirement and adhere to all Requirements of Law or and any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productpolicy of the Borrower.
Appears in 1 contract
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect (but not to conduct invasive sampling of environmental media or building materials) any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrommaterial properties, and to discuss its affairs, finances and accounts with its executive officers and independent public accountants (provided that the Borrower shall be permitted to attend any such discussions with such accountants) and, if a Potential Default exists, to examine its books of records and account and make copies thereof or abstracts therefrom, all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessBorrower; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of that unless an Event of Default has occurred and (ii) is continuing, the Borrower shall not be required to permit more than one such exercise visit, inspection or examination during any calendar year. All costs and expenses incurred by the Administrative Agent or any Lender in connection with any of the foregoing shall be at paid by the Borrower’s reasonable expense; providedAdministrative Agent or such Lender, further that when as the case may be, unless an Event of Default exists shall have occurred and be continuing at the time such costs and/or expenses are incurred, in which case all such costs and expenses shall be paid by the Borrower. Subject to the proviso above, in the event any Lender desires to visit and inspect the Borrower or any of its Subsidiaries, such Lender shall make a reasonable effort to conduct such visit and inspection contemporaneously with any visit and inspection to be performed by the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceanother Lender. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.108.1(j), none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective its representatives) or any Lender (or its representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.. (k)
Appears in 1 contract
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) neither Borrower nor any of its Subsidiaries shall be required to have reasonable discussions regarding disclose to the businessAdministrative Agent, operations, properties and financial condition any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, nondisclosure restrictions applicable to the Administrative Agent shall not exercise such rights more often than once during Agent, any calendar year absent Fronting Bank or the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; providedLenders, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written noticeas applicable). The Administrative Agent shall give the Borrower the opportunity Agent, each Fronting Bank and each Lender agree to participate in use reasonable efforts to ensure that any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of information concerning the Borrower or any Restricted Subsidiary will of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (d) or subsection (g) below that is not contained in a report or other document filed with the SEC, distributed by the Borrower or FE to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required to disclose by valid subpoena or permit in the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect normal course of which disclosure to the Administrative Agent Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Lenders Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productincluding, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives of The Agent and the Administrative Agent Lenders (xand their respective agents or professional advisors) shall have the right, from time to time, at their discretion and upon reasonable prior notice to the relevant party, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)offices of any Borrower, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its the affairs, finances and accounts condition of any Borrower with its the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all at the reasonable expense of the Borrowerbooks, records, financial statements, collection policies, legal and at such reasonable times during normal business hours regulatory compliance, operating and as often as may be reasonably desiredreporting procedures and information systems, upon reasonable advance notice to their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, the Operating Partnership, Silver Bay, or any Borrower. The Agent and the Lenders (yand their respective agents and professional advisors) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding shall treat as confidential any such visits and inspections information obtained during the continuation of an Event of Default, the Administrative Agent shall aforementioned examinations which is not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expensealready publicly known or available; provided, further however, that when an Event of Default exists the Administrative Agent and the Lenders (and their respective agents or its representativesprofessional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Lenders (and their respective agents or professional advisors) with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing at in computer data banks and computer software systems) the reasonable expense Agent and the Lenders (and their respective agents or professional advisors) may reasonably require in order to conduct periodic due diligence relating to the Borrowers in connection with the Properties and the Loan Documents. Each Borrower will make available to the Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Valuation Agent’s diligence. In addition, the Borrowers shall provide, or shall cause the Borrower Representative and each Property Manager to provide, the Agent and the Valuation Agent (and their respective agents or professional advisors) from time to time, at any time during normal business hours their discretion and upon reasonable advance written noticeprior notice to the relevant party, with access to such Person to visit and inspect the offices of such Person and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, 101 or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, concerning or otherwise affecting the Properties. The Administrative All costs and expenses incurred by the Agent, the Lenders and the Valuation Agent shall give the Borrower the opportunity to participate (and their respective agents or professional advisors) in any discussions connection with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or due diligence and other matters outlined in this Section 6.10shall be paid by the Borrowers. Notwithstanding the foregoing, none all inspections of the Borrower or any Restricted Subsidiary will Properties shall be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure subject to the Administrative Agent or rights of tenants pursuant to Leases entered into in accordance with the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productterms hereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (Silver Bay Realty Trust Corp.)
Inspection Rights. Permit representatives With regard to any of the Borrowing Base Inventory, Borrower shall permit Administrative Agent, the Lenders, any authorized person pursuant to Law, and their agents and representatives, to enter upon the applicable property, and any location where materials intended to be utilized in the construction or development of the applicable property are stored, for the purpose of observation of construction or development of such Borrowing Base Inventory, and confirmation that such materials exist at all reasonable times; provided, that, prior to the occurrence of a Default, Administrative Agent (x) and Lenders will, as to visit Units included in the Borrowing Base, inspect no more than one-third of such Units each month and inspect no more than all of such Units in any three month period. Any observation or audit of any of its properties (to the extent it is within such person’s control to permit such inspection)Borrowing Base Inventory or the books and records of Borrower, to examine its corporate, or the procuring of documents and financial and operating recordsother information, by or on behalf of Administrative Agent or Lenders shall be for Administrative Agent's or Lenders' protection only and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, shall not (i) excluding constitute any such visits and inspections during the continuation assumption of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (responsibility to Borrower or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions anyone else with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything regard to the contrary in Section 6.02(i) condition, construction, maintenance or in this Section 6.10, none operation of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary informationproperty, (ii) in respect constitute Administrative Agent's or any Lender's approval of which disclosure any certification given to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement Lender, or (iii) relieve Borrower of any of Borrower's obligations. Neither Administrative Agent nor any Lender shall have any duty to supervise or to inspect or observe the construction or development of any Borrowing Base Inventory or any duty of care to Borrower or any other person to protect against, or to inform Borrower or any other person of, the existence of negligent, faulty, inadequate or defective design or construction of any Borrowing Base Inventory. In no event shall any observation (whether or not followed by notice of default) ever be deemed to constitute (i) a waiver of any Default then existing, (ii) an acknowledgment or representation by Administrative Agent, any Lender or any Construction Consultant that there has been or will be compliance with the Plans and Laws or that the construction is subject free from defective materials or workmanship, or (iii) a waiver of Lenders' right thereafter to attorney client insist that each piece of property in the Borrowing Base Inventory be constructed or similar privilege developed in accordance with the Plans and applicable Laws. In no event shall Administrative Agent or constitutes attorney work productany Lender's failure to observe ever constitute a waiver of any of Administrative Agent or any Lender's rights.
Appears in 1 contract
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and (subject to customary access agreements) independent public accountants all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseDefault; providedprovided further, further that when an Event of Default exists exists, the Administrative Agent (or any of its representativesrepresentatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower Loan Parties the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceLoan Parties’ independent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.105.10, none of the Borrower Loan Parties or any Restricted Subsidiary of their respective Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, information or (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement agreement; provided that the Loan Parties shall advise the Administrative Agent of such fact and any Loan Party or any of its Subsidiaries shall, following a reasonable request from Administrative Agent or a Lender, use commercially reasonable efforts to furnish the relevant information by alternative means that would not violate the relevant obligation of confidentiality, including by requesting consent from the applicable counterparty to disclose such information (iii) that is subject but shall not be required to attorney client incur any cost or similar privilege expense or constitutes attorney work productpay any consideration of any type to such party in order to obtain such consent).
Appears in 1 contract
Inspection Rights. (a) Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, therefrom (other than the records of the Board of Directors of such Loan Party or such Restricted Subsidiary) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Parent Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Parent Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise time shall be at the Parent Borrower’s reasonable expense; provided, provided further that when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Parent Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Parent Borrower or a Restricted Subsidiary (as the case may be) the opportunity to participate in any discussions with the Parent Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceor that Restricted Subsidiary’s independent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Parent Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or 57 such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Swing Line Lender, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Swingline Lender, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Swingline Lender, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Swing Line Lender, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Swing Line Lender’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Swing Line Lender’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Inspection Rights. Permit Permit, and cause each of its Subsidiaries to permit, Agent and representatives of Agent at any time and from time to time during normal business hours so long as no Default or Event of Default shall exist or have occurred and be continuing and at any time a Default or an Event of Default shall exist or shall have occurred and be continuing, no more than two (2) times in any twelve (12) month period so long as no Default or Event of Default shall exist or have occurred and be continuing, but otherwise as Agent may request, at the Administrative Agent (x) expense of Borrowers, to examine and make copies of and abstracts from its records and books of account, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine verify materials, leases, notes, Accounts, deposit accounts and its corporateother assets, financial and operating recordsto conduct audits, physical counts, valuations, appraisals, phase I environmental site assessments or examinations (and, if requested by Agent based upon the results of any such phase I environmental site assessment, and make copies thereof or abstracts therefromafter the occurrence and during the continuance of an Event of Default, a phase II environmental site assessment) and to discuss its affairs, finances and accounts with any of its officers directors, officers, managerial employees, independent accountants or any of its other representatives. Each Loan Party shall promptly furnish to Agent and Lenders all financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of the Loan Parties, and Administrative Borrower shall notify the auditors and accountants of the Loan Parties that Agent is authorized to obtain such information directly from them. Each Loan Party hereby irrevocably authorizes and directs all accountants or auditors to deliver to Agent, at Agent's request and at Loan Parties' expense, copies of the financial statements of any Loan Party and any reports or final (and not draft) management letters prepared by such accountants or auditors on behalf of any Loan Party and to disclose to Agent and Lenders such information as they may have regarding the business of any Loan Party. Such information provided by the accountants or auditors shall be subject to Section 11.20 hereof to the extent applicable thereto. From time to time upon Agent's request, but no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may, or at the reasonable expense direction of the BorrowerRequired Lenders shall, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of request on or after an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default Borrowers and (ii) such exercise shall be Guarantors shall, at the Borrower’s reasonable expense; providedexpense of Borrowers, further that when an Event of Default exists the Administrative deliver or cause to be delivered to Agent and Lenders (or its representatives1) may do written appraisals as to any of the foregoing at the reasonable expense assets or properties of Parent or any of its Subsidiaries in form, scope and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely and (2) any third party evaluations of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) earnings or other aspects of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none performance of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productParent and its Subsidiaries.
Appears in 1 contract
Inspection Rights. Permit representatives of The Agent and the Administrative Agent Lenders (xand their respective agents or professional advisors) shall have the right, from time to time, at their discretion and upon reasonable prior notice to the relevant party, to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)offices of any Borrower, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and 103 53570.000371 EMF_US 44362017v35 to discuss its the affairs, finances and accounts condition of any Borrower with its the officers thereof and independent accountants therefor and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all at the reasonable expense of the Borrowerbooks, records, financial statements, collection policies, legal and at such reasonable times during normal business hours regulatory compliance, operating and as often as may be reasonably desiredreporting procedures and information systems, upon reasonable advance notice to their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of the Borrowers, or held by another for a Borrower or on its behalf, concerning or otherwise affecting the Properties, the Loan Documents, the Borrower Representative, the Operating Partnership, Silver Bay, or any Borrower. The Agent and the Lenders (yand their respective agents and professional advisors) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding shall treat as confidential any such visits and inspections information obtained during the continuation of an Event of Default, the Administrative Agent shall aforementioned examinations which is not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expensealready publicly known or available; provided, further however, that when an Event of Default exists the Administrative Agent and the Lenders (and their respective agents or its representativesprofessional advisors) may disclose such information if required to do so by law or by any regulatory authority. Upon notice and during regular business hours, each Borrower agrees to promptly provide the Agent and the Lenders (and their respective agents or professional advisors) with access to, copies of and extracts from any and all documents, records, agreements, instruments or information (including, without limitation, any of the foregoing at in computer data banks and computer software systems) the reasonable expense Agent and the Lenders (and their respective agents or professional advisors) may reasonably require in order to conduct periodic due diligence relating to the Borrowers in connection with the Properties and the Loan Documents. Each Borrower will make available to the Agent and the Lenders (and their respective agents or professional advisors) knowledgeable financial, accounting, legal and compliance officers for the purpose of answering questions with respect to such Borrower and the Properties and to assist in the Agent’s and the Valuation Agent’s diligence. In addition, the Borrowers shall provide, or shall cause the Borrower Representative and each Property Manager to provide, the Agent and the Valuation Agent (and their respective agents or professional advisors) from time to time, at any time during normal business hours their discretion and upon reasonable advance written noticeprior notice to the relevant party, with access to such Person to visit and inspect the offices of such Person and to examine, and audit, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, financial statements, collection policies, legal and regulatory compliance, operating and reporting procedures and information systems, their respective directors, officers and employees, or other information and information systems (including without limitation customer service and/or whistleblower hotlines) of such Persons, concerning or otherwise affecting the Properties. The Administrative All costs and expenses incurred by the Agent, the Lenders and the Valuation Agent shall give the Borrower the opportunity to participate (and their respective agents or professional advisors) in any discussions connection with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or due diligence and other matters outlined in this Section 6.10shall be paid by the Borrowers. Notwithstanding the foregoing, none all inspections of the Borrower or any Restricted Subsidiary will Properties shall be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure subject to the Administrative Agent or rights of tenants pursuant to Leases entered into in accordance with the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productterms hereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (Silver Bay Realty Trust Corp.)
Inspection Rights. Permit representatives of the Administrative Borrower shall permit any representative that Agent (x) to visit authorizes, including its attorneys and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)accountants, to inspect the Collateral and examine its corporate, financial and operating records, and make copies thereof or and abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, books of account and records of Borrower at such reasonable times and upon reasonable notice during normal business hours and hours; provided, however, that so long as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an no Event of DefaultDefault has occurred and is continuing, the Administrative Agent such examinations shall not exercise such rights be limited to no more often than once during per fiscal year. In addition, any calendar year absent such representative shall have the existence right to meet with management and officers of an Bxxxxxxx to discuss such books of account and records. In addition, Hxxxxxxx, for so long as it is Agent or a Lender, shall so long as no default or Event of Default has occurred and is continuing, no more frequently than two (ii2) such exercise shall be times per fiscal year at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours times and upon reasonable advance written noticeprior notice to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such consultations shall not unreasonably interfere with Bxxxxxxx’s business operations. The Administrative Agent parties intend that the rights granted to Hercules shall constitute “management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Hxxxxxxx with respect to any business issues shall not be deemed to give the Borrower the opportunity to participate in any discussions with the BorrowerHercules, nor be deemed an exercise by Hxxxxxxx of, control over Bxxxxxxx’s accountants pursuant to clause (y) of the immediately preceding sentencemanagement or policies. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.2, none of the Borrower or any Restricted Subsidiary will and its Subsidiaries shall not be required to furnish, disclose or permit the inspection or discussion of, any document, information or other matter discuss (i) any information that constitutes nonBorrower determines could adversely affect the attorney-financial trade secrets or non-financial proprietary informationclient privilege, (ii) in respect of which disclosure any information that Borrower deems necessary to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or protect its trade secrets, (iii) that is subject confidential information related to attorney client compensation and employment and directorship arrangements or (iv) any information relating to Borrower’s and its Subsidiaries’ strategy, negotiating position or similar privilege matters relating to the Loan Documents or constitutes attorney work productany permitted refinancing thereof.
Appears in 1 contract
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect Upon reasonable notice, at any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times time during normal regular business hours and as often as may be reasonably desiredrequested (but not so as to materially interfere with the business of the Borrower or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, upon reasonable advance notice or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Mortgaged Real Property of, the Borrower and the Restricted Subsidiaries (yincluding, for the avoidance of doubt, MGM National Harbor) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights; provided that Lenders may accompany the Administrative Agent at their own expense on any visitation or inspection pursuant to this clause (x) and (y) the Administrative Agent shall not exercise such rights more often than once (i) on or prior to the Final Completion Date, one time during any calendar year absent the existence of an Event of Default Fiscal Quarter and (ii) after the Final Completion Date, one time during any Fiscal Year) and to discuss the affairs, finances and accounts of the Borrower and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such exercise shall be at accountants’ customary policies and procedures) and, upon request, furnish promptly to the Borrower’s reasonable expense; providedAdministrative Agent, further that when an Event any Lender or any advisor of Default exists the Administrative Agent (or its representatives) may do any Lender true copies of all financial information made available to the board of directors or audit committee of the foregoing at the reasonable expense board of directors of the Borrower, provided that no Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary Party will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrower or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Competitor that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further however, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give Borrower will cooperate and assist, and will cause its Consolidated Subsidiaries to cooperate and assist, in such inspections, including furnishing all plans, shop drawings and specifications in Borrower’s or Camden Trust’s possession or the possession of its Consolidated Subsidiaries relating to the Improvements. Each Lender covenants and agrees to preserve the confidentiality of any financial data and other information concerning Borrower, Camden Trust or any Affiliate of Borrower or Camden Trust or related to Borrower’s, Camden Trust’s or any Borrower’s or Camden Trust’s Affiliate’s businesses or operations, except to the opportunity extent such Lender is required to participate disclose such information pursuant to any applicable Legal Requirement; provided that (i) any information contained in any discussions with annual report, or any Form 10-K, Form 10-Q or Form 8-K reports (if any) which have been delivered to the Borrower’s accountants pursuant SEC, or any other annual or quarterly reports to clause (y) the stockholders of Camden Trust subject to the reporting requirements of the immediately preceding sentence. Notwithstanding anything Securities Exchange Act of 1934, as amended, proxy material delivered to the contrary stockholders of Camden Trust or any report delivered to the SEC, or any other information that is in Section 6.02(ithe public domain or has become publicly known, shall not in any event be deemed confidential, and (ii) each Lender may make any information received by it available (A) to a transferee of or Participant in any interest in the Loans or the Notes, provided that such transferee or participant agrees in writing to be bound by the provisions of this Section 6.10, none (B) to any accountants or other professionals engaged by such Lender, provided that each such accountant or professional agrees to be bound by the provisions of this Section 6.10, or (C) in connection with the enforcement of any of the Borrower Loan Documents or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) litigation in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productconnection therewith.
Appears in 1 contract
Inspection Rights. Permit At any reasonable time and from time to time, upon reasonable notice, each Loan Party shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of Administrative Agent and each Lender (a) to examine, inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Administrative Agent or such Lender considers advisable, (xb) to visit and inspect any of its properties Properties, (to the extent it is within such person’s control to permit such inspection), c) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom, therefrom and (d) to discuss its affairs, finances business, operations, financial condition and accounts with its officers directors, officers, employees (limited to such employees as are either management level employees, employees in the financial department of such Loan Party or customarily involved in the administration of the Loan Documents), and independent certified public accountants, all at the reasonable sole cost and expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)requested; provided that, (i) excluding any other than with respect to such visits and inspections during the continuation continuance of an Event of Default, (i) only Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.6(a) and (ii) Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseyear; provided, further further, that when an Event of Default exists the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing under this Section at the reasonable sole cost and expense of the Borrower and at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.106.6(a) to the contrary, none of the Borrower prior any examination, inspection, review or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion ofmeeting, Administrative Agent, any documentapplicable Lender and each of their officers, information employees, agents, sub agents, advisors and representatives included in such examination, inspection, review or other matter (i) that constitutes meeting shall execute a non-financial trade secrets or non-financial proprietary information, (ii) disclosure agreement in respect of which disclosure form and substance acceptable to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productBorrower.
Appears in 1 contract
Inspection Rights. Permit representatives of the Administrative Agent (xand, during the continuance of any Event of Default, representatives of each Lender may accompany the representatives of the Administrative Agent) to visit and inspect any of its properties (to the extent it is within such personPerson’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, in no event shall the Borrower or any of its Restricted Subsidiaries be required pursuant to the terms of this Section 6.10 to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (ia) with respect to which the Borrower or any of its Restricted Subsidiaries has obligations of confidentiality to a non-Affiliate (it being understood that if any information is withheld in reliance on this clause (a), the Borrower shall advise the Administrative Agent of such fact and the Borrower or any of its Restricted Subsidiaries shall, following a reasonable request from the Administrative Agent, use commercially reasonable efforts to furnish the relevant information by alternative means that would not violate the relevant obligation of confidentiality, including by requesting consent from the applicable contractual counterparty to disclose such information (but shall not be required to incur any cost (other than de minimis costs) or expense or pay any consideration of any type to such party in order to obtain such consent)) or (b) that is subject to attorney client privilege; provided, further, that excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists the Administrative Agent or any Lender (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productaccountants.
Appears in 1 contract
Samples: Credit Agreement (DHX Media Ltd.)
Inspection Rights. Permit representatives of Such Loan Party will, from time to time during regular business hours as requested by the Administrative Agent upon not less than two (x2) Business Days’ prior written notice (unless an Amortization Event has occurred in which case the Administrative Agent may have access on demand without notice), permit the Administrative Agent, or its agents or representatives (and shall cause each Originator to permit the Administrative Agent or its agents or representatives): (i) to examine and make copies of and abstracts from all Collection Records and Other Records in the possession or under the control of such Person relating to the Collateral, including, without limitation, the related Contracts, and (ii) to visit the offices and inspect any properties of its properties such Person for the purpose of examining such materials described in clause (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromi) above, and to discuss its affairs, finances and accounts with its officers all at matters relating to such Person’s financial condition or the reasonable expense Collateral or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Borrower, and at the Servicer or any Originator having knowledge of such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and matters (y) to have reasonable discussions regarding the business, operations, properties and financial condition each of the Borrower foregoing examinations and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and proceduresvisits, a “Review”); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further however, that, so long as no Amortization Event has occurred and is continuing, the Loan Parties shall only be responsible for the fees and associated out-of-pocket costs and expenses of one (1) Review in any one period of 12 consecutive months (such fees not to exceed $30,000 per Originator (the “Review Fee Cap”) per Review plus out-of-pocket costs and expenses, it being understood that when an Event of Default exists the Review Fee Cap shall not be applicable if the Loan Parties do not reasonably cooperate with the Administrative Agent (or its agents or representatives) may do as set forth in this Section 7.1(g) or are otherwise not reasonably prepared for any of such Review). So long as no Amortization Event has occurred and is continuing, the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give provide to the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) Loan Parties a written estimate of the immediately preceding sentence. Notwithstanding anything fees, out-of-pocket costs and expenses of each Review for which the Loan Parties are responsible to pay not less than two (2) Business Days prior to the contrary in Section 6.02(i) or in this Section 6.10commencement of any such Review. Following the occurrence of an Amortization Event, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit Agents and the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Lenders may perform a Review as frequently as the Administrative Agent Agents or the Lenders (or their respective representatives) is prohibited by Requirement deem necessary and the Loan Parties shall solely be responsible for the fees, out-of-pocket costs and expenses of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productall such Reviews.
Appears in 1 contract
Samples: Credit and Security Agreement (Mohawk Industries Inc)
Inspection Rights. (a) Permit representatives of the Administrative Agent (x) and any Lender, at the expense of any such Lender), subject to reasonable advance notice to, and reasonable coordination with, the Borrower and during normal business hours, to visit and inspect any the properties of its properties the Loan Parties, at the Borrower’s expense as provided in clause (to b) below, inspect, audit and make extracts from the extent it is within such person’s control to permit such inspection), to examine its Loan Parties’ corporate, financial and or operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerofficers, employees, agents, advisors and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures) the Loan Parties’ business, financial condition, assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided thatthat the Administrative Agent shall only be permitted to conduct twoone field examinationsexamination and twoone inventory appraisalsappraisal (in each case, (i) excluding exclusive of any such visits and inspections field examination or appraisal initiated during an Increased ReportingInspection Rights Period or during the continuation existence and continuance of an Event of Default) with respect to any Collateral comprising the Borrowing Base per 12-month period; provided, further, that during any Increased ReportingInspection Rights Period, one additional field examination and one additional inventory appraisal of Revolver Priority Collateral will be permitted to be commenced in such 12-month period (and once commenced may be completed regardless of whether such Increased Inspection Rights Period shall terminate), except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Revolver Priority Collateral that shall be permitted at the Administrative Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of the Loan Parties, nor result in any damage to the property or other Collateral. Neither the Administrative Agent nor any Lender shall not exercise such rights more often than once during have any calendar year absent duty to the existence Borrower to make any inspection, nor to share any results of an Event of Default and (ii) such exercise shall be at any inspection, appraisal or report with the Borrower’s reasonable expense; provided. The Borrower acknowledges that all inspections, further that when an Event of Default exists appraisals and reports are prepared by the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of and Lenders for their purposes, and the Borrower at any time during normal business hours and shall not be entitled to rely upon reasonable advance written noticethem. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work producthem.
Appears in 1 contract
Samples: Credit Agreement (Cenveo, Inc)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerBorrower and any of its Subsidiaries with any of their respective officers or directors; provided, and at such reasonable times during normal business hours and as often as may be reasonably desiredhowever, upon reasonable advance notice to that (x) the Borrower reserves the right to restrict access to any of its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of neither the Borrower and nor any of its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose to the Administrative Agent or permit any Lender or any agents or representatives thereof any information that is the inspection subject of attorney-client privilege or discussion of, any document, attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or other matter that is prevented from disclosure pursuant to a confidentiality agreement with third parties (i) provided that constitutes nonthe Borrower agrees to use commercially reasonable efforts to obtain any required third-financial trade secrets or non-financial proprietary informationparty consent to such disclosure, (ii) in respect of which disclosure subject to customary nondisclosure restrictions applicable to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent and each Lender agree to use reasonable efforts to ensure that any information concerning the Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent or such Lender pursuant to this subsection (iiid) or subsection (g) that is subject not contained in a report or other document filed with the SEC, distributed by the Borrower to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s or such Lender’s business operations be treated confidentially by the Administrative Agent or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent or such Lender, as the case may be, to any Person, other than the Administrative Agent’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Term Loan Credit Agreement (FirstEnergy Solutions Corp.)
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Swing Line Lender, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Swing Line Lender, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third- party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Swing Line Lender, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Swing Line Lender, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Swing Line Lender’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Swing Line Lender’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
Appears in 1 contract
Samples: Credit Agreement
Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Swing Line Lender, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Swing Line Lender, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Borrower agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Swing Line Lender, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Swing Line Lender, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Swing Line Lender’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Swing Line Lender, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Swing Line Lender’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
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Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerofficers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower Company; provided that (a) except during the occurrence and continuance of an Event of Default, the Borrowers shall not be required to reimburse the Administrative Agent for the charges, costs and expenses in connection with such visits or inspections and the Administrative Agent shall not exercise rights under this Section 6.10 more often than one (1) time per year and (yb) to have reasonable discussions regarding after the business, operations, properties occurrence and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation continuance of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or any of its representativesrepresentatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause ; provided, further, that, (yi) of the immediately preceding sentence. Notwithstanding notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of neither the Borrower or Company nor any Restricted Subsidiary will shall be required to disclose or disclose, permit the inspection inspection, examination or discussion ofmaking of copies or abstracts from, or discuss any document, information other matter, to the extent any such action would, or other matter could reasonably be expected to, (iA) that constitutes result in a loss of attorney-client privilege or claim of attorney work product, in each case so long as the Company notifies the Administrative Agent of such limitation and the reason therefore, (B) result in the disclosure of non-financial trade secrets or non-financial proprietary information, (C) violate any Law applicable to the Company or any of its Subsidiaries, or (D) violate any confidentiality obligation (to the extent not created in contemplation of the Company’s or such Restricted Subsidiary’s obligations under this Section 6.10) binding on the Company or any of its Subsidiaries, and (ii) in respect of which disclosure no discussion with any such independent accountants shall be permitted unless the Company shall have received reasonable notice thereof and a reasonable opportunity to participate therein and, if such participation is elected, the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productCompany participated.
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Inspection Rights. Permit representatives of any representative designated by the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public accountants, all at the reasonable expense of the Borrower, and at such reasonable times during normal business hours and and, subject to the limitation below, as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of when an Event of DefaultDefault exists, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 6.10 (and representatives of any Lender may accompany the Administrative Agent on any such visit at their own expense) and the Administrative Agent shall not exercise such rights more often than once two times during any calendar year absent the existence of an Event of Default and (ii) only one such exercise time shall be at the Borrower’s reasonable 's expense; provided, provided further that (a) when an Event of Default exists exists, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent notice and (b) so long as no Event of Default exists, advance notice of any discussion with such independent public accountant shall give be given to the Borrower and the Borrower shall have the opportunity to participate in be present at any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentencesuch discussion. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10Agreement, none of the Borrower or any Restricted Subsidiary the Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (ia) that constitutes non-financial trade secrets or non-financial proprietary informationinformation that is not reasonably related to the actual or projected financial results or results of operations of the Borrower and its Subsidiaries, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding binding, arm's-length agreement with a third party or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Samples: Credit Agreement (Kbr, Inc.)
Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (so long as a representative of the Borrower is provided a reasonable opportunity to participate in any such discussion), all at the reasonable expense of the Borrower (provided that, unless an Event of Default has occurred and is continuing, only one such visit per fiscal year shall be at the Borrower, ’s expense) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further however, that when an Event of Default exists and is continuing, the Administrative Agent or any Lender (or its representativesany of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable without advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) contained herein or in this Section 6.10, none any other provision of the Borrower or Loan Documents, no Loan Party nor any Restricted Subsidiary of its Subsidiaries will be required to disclose or permit the inspection or discussion of, of any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of any Applicable Law or any binding agreement with a third party (so long as such agreement is not entered into in contemplation of this Agreement) (it being understood and agreed that in the case of any prohibition under any binding agreement, the Borrower shall use commercially reasonable efforts to obtain any waivers necessary to enable the disclosure, inspection, examination, or discussion of such document, information or other matter), (iiiii) that is subject to attorney attorney-client or similar privilege privilege, which would reasonably be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender (it being understood and agreed that the Borrower shall notify the Administrative Agent as to the scope of the information that is not being provided because of such attorney-client or similar privilege) or (iii) constitutes attorney work producttrade secrets or proprietary information which would reasonably be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender.
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Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any properties of the Borrower and its properties Restricted Subsidiaries (to subject, in the extent it is within such person’s control to permit such inspection)case of third party customer sites, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, customary access agreements) and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants, all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessBorrower; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) that excluding any such visits and inspections during the continuation occurrence and continuance of an Event of Default, (i) only the Administrative Agent on behalf of the Requisite Lenders may exercise rights of the Administrative Agent and the Requisite Lenders under this Section 6.10 and (ii) the Administrative Agent shall not exercise such rights more often than once two (2) times during any calendar year absent the existence of an Event of Default and only one (ii1) such exercise visit shall be at the Borrower’s reasonable expense; provided, further further, that when an Event of Default exists exists, the Administrative Agent (at the direction of the Requisite Lenders) or its representativesany Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of extent reasonably feasible. Neither the Borrower or nor any Restricted Subsidiary will shall be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender any information that, in the Lenders (opinion of counsel to the Borrower or their respective representatives) such Restricted Subsidiary, is prohibited by Requirement of Law or any binding agreement or (iii) that to be disclosed, is subject to attorney client or similar privilege or constitutes attorney work productproduct or the disclosure of which would cause a material breach of a binding non-disclosure agreement with a third party to the extent such agreement is not made in contemplation of the avoidance of this Section 6.10.
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Inspection Rights. Permit the Blackstone Credit Representative, the Ally Representative and representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Blackstone Credit Representative, the Ally Representative and the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Blackstone Credit Representative, the Ally Representative and the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent and the Blackstone Credit Representative (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent Agent, the Blackstone Credit Representative and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceaccountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their 179 respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Samples: Credit Agreement (KLDiscovery Inc.)
Inspection Rights. Permit representatives of the Administrative Agent (x) to visit and inspect Upon reasonable notice, at any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and at such reasonable times time during normal regular business hours and as often as may be reasonably desired, upon reasonable advance notice requested (but not so as to materially interfere with the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition business of the Borrower Borrowers or the Restricted Subsidiaries) permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and its make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, the Borrowers and the Restricted Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise such visitation and inspection rights and (y) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expenseFiscal Year; provided, further it being understood that when an Event of Default exists the Administrative Agent (or may make such additional visits and inspections in each Fiscal Year at its representativesown expense as it reasonably requests) may do and to discuss the affairs, finances and accounts of the Borrowers and the Restricted Subsidiaries with any of their officers, managers, key employees (subject to such accountants’ customary policies and procedures) and, upon request, furnish promptly to the foregoing at the reasonable expense Administrative Agent, any Lender or any advisor of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give or any Lender true copies of all financial information made available to the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) board of directors or audit committee of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none board of directors of the Borrower or any Restricted Subsidiary Company; provided that no Company Party will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any document, information or other matter in respect of which disclosure is then prohibited by law or contract. Notwithstanding anything to the contrary in this Agreement, none of the Borrowers or the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any Disqualified Lender that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.. 109
Appears in 1 contract
Inspection Rights. Permit Subject to Section 11.07, permit representatives of the Administrative Agent and each Lender (xwhich shall be coordinated through the Administrative Agent) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrowerdirectors, senior officers, and independent public accountants (and the Loan Parties shall be afforded the opportunity to participate in any discussions with such directors, senior officers, and independent public accountants), at such reasonable times during normal business hours and as often as may be reasonably desiredbut not more frequently than once each fiscal year, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, that (ia) excluding any such visits and inspections during the continuation of absent an Event of Default, Default the Administrative Agent and the Lenders shall not exercise such rights more often than once be responsible for the expenses related thereto, (b) during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause as often as may be reasonably desired and (yc) of the immediately preceding sentence. Notwithstanding notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none of the Borrower Loan Parties or any Restricted Subsidiary their Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any documentdocuments, information or other matter that (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or, as applicable, any Lender or the Lenders (or any of their respective designated representatives) is then prohibited by Requirement of Law law, rule or regulation or any agreement binding on any Loan Party or any of its Subsidiaries, as long as such agreement was not entered into in contemplation of or in connection with such inspection or (iiiii) that is subject in any Loan Party’s or Subsidiary's reasonable judgment, would compromise, or likely cause any Loan Party or Subsidiary to lose the benefit of protection in respect of, any attorney-client privilege, privilege afforded to attorney client work product or similar privilege privilege; provided that, upon any reasonable request of the Administrative Agent, such Loan Party or constitutes attorney work productSubsidiary shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall use commercially reasonable efforts to disclose information responsive to the requests of the Administrative Agent, any Lender or any of their respective representatives pursuant to this Section 7.10, in a manner that will protect such privilege.
Appears in 1 contract
Inspection Rights. Section 6.10 Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding Borrower; provided that only the business, operations, properties and financial condition Administrative Agent on behalf of the Borrower Lenders may exercise rights of the Administrative Agent and its Subsidiaries with the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)expense; provided thatprovided, (i) excluding any such visits and inspections further, that during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or any of its representatives) respective representatives or independent contractors), on behalf of the Lenders, may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any of the Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.. Additional
Appears in 1 contract
Samples: Credit Agreement (Prestige Consumer Healthcare Inc.)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which such Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable Borrowers’ expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or any of its respective representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or Borrowers nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product. Section 6.19 shall not be construed to limit or otherwise affect any Agent’s or Lender’s rights under this Section 6.10.
Appears in 1 contract
Samples: Abl Credit Agreement (V2X, Inc.)
Inspection Rights. Permit representatives of the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which the Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or its any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceHoldings’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or nor any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
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Inspection Rights. Permit representatives of At any reasonable time and from time to time as the Administrative Agent Agent, any Fronting Bank or any Lender may reasonably request (x) upon five Business Days’ prior notice delivered to the applicable Borrower and no more than once a year, unless an Event of Default has occurred and is continuing), permit the Administrative Agent, such Fronting Bank or such Lender or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and inspect any of its properties (to the extent it is within such person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefromSubsidiaries, and to discuss its the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their respective officers or directors; provided, however, that (x) such Borrower reserves the right to restrict access to any of its officers all at the reasonable expense of the Borrower, Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower security and (y) to have reasonable discussions regarding the business, operations, properties and financial condition neither Borrower nor any of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent Agent, any Fronting Bank or any Lender or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege 67 752938400 properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with third parties (provided that such Xxxxxxxx agrees to use commercially reasonable efforts to obtain any required third-party consent to such disclosure, subject to customary nondisclosure restrictions applicable to the Administrative Agent, any Fronting Bank or the Lenders (or their respective representatives) is prohibited by Requirement of Law Lenders, as applicable). The Administrative Agent, each Fronting Bank and each Lender agree to use reasonable efforts to ensure that any information concerning such Borrower or any binding agreement of its Subsidiaries obtained by the Administrative Agent, such Fronting Bank or such Lender pursuant to this subsection (iiid) or subsection (g) below that is subject not contained in a report or other document filed with the SEC, distributed by such Borrower or FE to attorney client its security holders or similar privilege otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or constitutes attorney work productin the normal course of the Administrative Agent’s, such Fronting Bank’s or such Lender’s business operations be treated confidentially by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and will not be distributed or otherwise made available by the Administrative Agent, such Fronting Bank or such Lender, as the case may be, to any Person, other than the Administrative Agent’s, such Fronting Bank’s or such Lender’s employees, authorized agents or representatives (including, without limitation, attorneys and accountants).
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Samples: Credit Agreement (Firstenergy Corp)
Inspection Rights. Permit representatives of Borrower shall permit and cause the Administrative Agent (x) Subsidiaries to visit and permit Lender, through Lender's employees, attorneys, accountants or other agents, to inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, non-privileged corporate books and financial books and operating records, records of Borrower and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers all at the reasonable expense of the Borrower, and any Subsidiary at such reasonable times during normal business hours and as often as Lender reasonably may be reasonably desired, request upon reasonable advance notice to Borrower, subject to Borrower's or such Subsidiary's confidentiality and privacy obligations under applicable laws and regulations. Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction Lender or its Affiliates, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (f) with the consent of Borrower and or (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to have reasonable discussions regarding the businessLender or its Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section, operations"Information" means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding other than any such visits and inspections during information that is available to Lender on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary. Any Person required to maintain the continuation confidentiality of an Event of Default, the Administrative Agent shall not exercise such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentence. Notwithstanding anything to the contrary in Section 6.02(i) or Information as provided in this Section 6.10, none shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Lender acknowledges that (a) the Information may include material non-public information concerning Borrower or any Restricted Subsidiary will be required to disclose or permit a Subsidiary, as the inspection or discussion ofcase may be, any document, information or other matter (ib) that constitutes it has developed compliance procedures regarding the use of material non-financial trade secrets or public information and (c) it will handle such material non-financial proprietary informationpublic information in accordance with applicable law, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work productincluding United States federal and state securities laws.
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Inspection Rights. Permit representatives of the Lenders through the Administrative Agent, the Administrative Agent (x) or any representative designated by the Administrative Agent, to visit and inspect any of its the properties of the Loan Parties or any of their respective Subsidiaries (subject to the extent it is within such person’s control to permit such inspectionrights of any tenants), to examine its corporate, financial the books of account of the Loan Parties and operating records, their respective Subsidiaries relating to their businesses (and to make copies thereof or abstracts and extracts therefrom, ) and to discuss its the affairs, finances and accounts with its officers all at the reasonable expense of the BorrowerLoan Parties and their respective Subsidiaries with their Responsible Officers, and all at such reasonable times (during normal business hours hours) and intervals as often as the Administrative Agent may reasonably request upon not less than four (4) Business Days’ notice; provided, however, that inspections shall be reasonably desired, upon reasonable advance notice limited to once per year unless an Event of Default shall have occurred and be continuing. The Administrative Agent and the Borrower and (y) Lenders shall use good faith efforts to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any coordinate such visits and inspections during so as to minimize the continuation of an Event of Default, interference with and disruption to the Administrative Agent shall not exercise Loan Parties’ or such rights more often than once during any calendar year absent the existence of an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during Subsidiaries’ normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceoperations. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.107.10, none no Loan Party nor any of the Borrower or any Restricted Subsidiary their Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making of extracts, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representativesits designated representative) or any Lender is then prohibited by Requirement of Law law or any agreement binding agreement on any Loan Party or any of its Subsidiaries or (iiiii) that is subject to attorney client -client or similar privilege or constitutes attorney work product. Each such visit and inspection shall be at the visitor’s cost unless made during the continuance of an Event of Default, in which case all such costs shall be at the expense of the BorrowerBorrowers .
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Inspection Rights. Permit representatives and independent contractors of the Administrative Agent (x) and each Lender to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject to such accountants’ reasonable and customary policies and procedures), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding the businessBorrower; provided, operationshowever, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent and the Lenders shall coordinate with one another regarding any visits under this Section and shall not exercise such rights more often than once one (1) time during any calendar year absent the existence of an Event of Default and (ii) it being understood that each Lender may be represented in such exercise annual visit or inspection, which shall be at organized by the Borrower’s reasonable expense; provided, further Administrative Agent and that when during the continuation of an Event of Default exists such visits and inspections may be conducted by the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower Lender at any time during normal business hours and upon reasonable advance written noticewithout prior notice and without regard to any limitation as to the number of such visits and inspections in any calendar year). The So long as at such time no Default exists, the Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceindependent public accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10Section, none of neither the Borrower or nor any Restricted Subsidiary will be required to disclose disclose, permit inspection of, examination or permit the inspection making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (iia) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or any of their respective representativesrepresentatives or contractors) is prohibited by Requirement of applicable Law or any binding agreement contract that is not entered into in contemplation of any such inspection or disclosure or (iiib) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product.
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Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender (xin the case of a Lender, coordinated through the Administrative Agent) to visit and inspect any of its properties (to the extent it is within such person’s control to permit such inspection)properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, officers, and independent public accountants (subject, in the case of such accountants, to the Borrower having a reasonable opportunity to be present during, or otherwise participate in, such discussions), all at the reasonable expense of the Borrower, Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower and (y) to have reasonable discussions regarding Borrower; provided, however, that in the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures); provided that, (i) excluding any such visits and inspections during the continuation absence of an Event of Default, the Borrower will not be required to reimburse the expense of more than one such visit for the Administrative Agent and the Lenders (or any of their respective representatives or independent contractors) collectively in a year; provided, further, that the Borrower and its Restricted Subsidiaries shall not exercise be required to permit more than two such rights more often than once visits and inspections during any calendar year absent in the existence aggregate for the Administrative Agent and all Lenders (it being understood that there shall be no limit on the number of visits and inspections during an Event of Default and (ii) such exercise shall be at the Borrower’s reasonable expense; provided, further that when an Event of Default exists the Administrative Agent (or its representatives) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceDefault). Notwithstanding anything herein to the contrary in Section 6.02(i) or in this Section 6.10contrary, none of the Borrower or nor any of its Restricted Subsidiary Subsidiaries will be required to disclose or disclose, permit the inspection inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (ia) that constitutes non-financial trade secrets or non-financial proprietary information, (iib) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or independent contractors) is prohibited by Requirement of Law any applicable legal requirement or any binding agreement or (iiic) that is subject to attorney attorney-client or similar privilege or constitutes attorney work product; provided that in the event that the Borrower or its Restricted Subsidiaries does not provide any information requested in connection with an examination or a discussion permitted under this Section 6.10 in reliance on the preceding clause (b) or (c) due to confidentiality or waiver concerns, such Person shall, unless doing so is itself prohibited by any applicable legal requirement or binding agreement or would cause a waiver of attorney-client or similar privilege or attorney work product protection, provide notice to the Administrative Agent that such information is being withheld and shall use its commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege.
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Inspection Rights. Permit representatives of the Required Lenders or the Administrative Agent (x) and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (subject to the extent it rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to which Parent, such Borrower or such Restricted Subsidiary is within such person’s control to permit such inspectiona party), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers directors, managers, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower, Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower and (y) to have reasonable discussions regarding the business, operations, properties and financial condition of the Borrower and its Subsidiaries with the Borrower’s independent certified public accountants (subject to such accountants’ customary policies and procedures)Borrowers; provided that, (i) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than once one time at each property during any calendar year absent the existence of an Event of Default and (iiiii) such exercise shall be at the Borrower’s reasonable Borrowers’ expense; providedprovided further, further that when an Event of Default exists is continuing the Administrative Agent (or any of its representatives) may do any of the foregoing at the reasonable expense of the Borrower Borrowers at any time and from time to time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower Borrowers the opportunity to participate in any discussions with the Borrower’s accountants pursuant to clause (y) of the immediately preceding sentenceBorrowers’ accountants. Notwithstanding anything to the contrary in Section 6.02(i) or in this Section 6.10, none of neither Parent, the Borrower or Borrowers nor any Restricted Subsidiary will be required to disclose disclose, 129 or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders any Lender (or their respective representativesrepresentatives or contractors) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.
Appears in 1 contract
Samples: Credit Agreement (Oatly Group AB)