Inspections; Appraisals Sample Clauses
The "Inspections; Appraisals" clause establishes the rights and procedures for conducting property inspections and obtaining appraisals during a real estate transaction. Typically, this clause outlines the timeframe in which the buyer may hire professionals to inspect the property for defects or issues and to secure an independent appraisal to confirm the property's value. It may also specify the buyer's ability to request repairs or negotiate terms based on the findings. The core function of this clause is to protect the buyer by ensuring transparency about the property's condition and value before finalizing the purchase, thereby reducing the risk of unforeseen problems or overpayment.
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Inspections; Appraisals. (a) Permit Agent, or its representatives or designees, from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory and Equipment up to one time per Loan Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Obligors specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. (The current standard per diem charge for an employee of Agent or the third party currently utilized by Agent is $850 per day or part thereof.) This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.
Inspections; Appraisals. (a) Permit Agent from time to time, subject (unless a Default or Event of Default has occurred and is continuing) to reasonable notice and normal business hours, to visit and inspect the Properties of any Obligor or Subsidiary, conduct appraisals, inspect, audit and make extracts from any Obligor's or Subsidiary's books and records (other than information which is subject to attorney-client privilege or would result in a breach of a confidentiality obligation of the Obligors to any other Person so long as (i) Obligors make Agent aware of the exercise of such omission and (ii) with respect to confidentiality obligations only, uses reasonable effort to communicate any material information in a manner that does not violate such confidentiality obligations), and discuss with its officers, employees, agents, advisors and independent accountants such Obligor's or Subsidiary's business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit, appraisal or inspection, at their own expense. Secured Parties shall have no duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.
(b) Reimburse Agent for all its reasonable charges, costs and expenses in connection with (i) examinations of Obligors' books and records or any other financial or Collateral matters as it deems appropriate, up to one (1) time per Loan Year and, if an Event of Default occurs, up to one (1) additional time during the 12 months following such occurrence; (ii) appraisals of Inventory, up to one (1) time per Loan Year and, if an Event of Default occurs, up to one (1) additional time during the 12 months following such occurrence, and (iii) an appraisal of all Real Property, up to one (1) time per Loan Year and, if an Event of Default occurs, up to one (1) additional time during the 12 months following such occurrence; provided, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses relating thereto shall be reimbursed by Obligors without regard to such limits. Obligors shall pay Agent's then standard charges for examination activities, including charges for its internal examination and appraisal groups, as well as the charges of any third party ...
Inspections; Appraisals. (a) Permit the Agents from time to time, subject (except when an Event of Default has occurred and is continuing) to reasonable notice and normal business hours, to visit and inspect the properties of any Borrower or Subsidiary, inspect, audit and make extracts from Holdings’, any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Holdings’ or such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither the Agents nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by the Agents and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.
(b) Reimburse the Agents for all reasonable and documented charges, costs and expenses of the Agents in connection with (i) field examinations, verifications and evaluations of any Loan Party’s books and records or any other financial or Collateral matters as the Agents reasonably deem appropriate, up to once per fiscal year; and (ii) appraisals of Inventory up to once per fiscal year (or, in each case with respect to clauses (i) and (ii) two times per fiscal year if the second audit and/or appraisal occurs during a period when Excess Availability is less than 20% of the Total Borrowing Base); provided, however, that if a field examination or appraisal is initiated while an Event of Default has occurred and is continuing, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay any Agent’s then standard charges for each day that an employee of such Agent or its branches or Affiliates is engaged in any examination activities, and shall pay the standard charges of such Agent’s internal appraisal group. This Section shall not be construed to limit the Agents’ right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.
Inspections; Appraisals. (a) Issuer will, and will cause each of the Subsidiary Loan Parties to, permit Purchaser or any representative thereof to inspect the properties and operations of such Person at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Purchaser reasonably believes that a fraud has occurred); and permit, at any reasonable time and with reasonable notice (or at any time without notice if a Default or Event of Default exists or if Purchaser reasonably believes that a fraud has occurred), Purchaser or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Issuer hereby authorizes its independent auditors to discuss such financial matters with Purchaser or any representative thereof), and to examine (and, at the expense of Issuer), photocopy extracts from any of its books or other records.
(b) Issuer acknowledges that all inspections, appraisals and reports are prepared by Purchaser for its purposes, and Issuer nor any other Loan Party shall be entitled to rely upon them.
(c) All such inspections or audits by Purchaser shall be at Purchaser’s (for so long as the Original Purchaser Controls the Issuer, and thereafter at Issuer’s) expense (including the reasonable fees and expenses of its representatives and/or agents); provided that, other than with respect to inspections and audits conducted at any time a Default or Event of Default exists, Issuer shall not be required to reimburse Purchaser for inspections or audits of any individual Loan Party more frequently than twice each Fiscal Year; it being acknowledged that a single inspection or audit may entail visits to the multiple locations of books, records and assets of Loan Parties.
Inspections; Appraisals. (a) Permit Agent from time to time, subject to reasonable notice and during normal business hours (except when an Event of Default exists), to visit and inspect the Properties of any Loan Party or Restricted Subsidiary in the United States and Canada, including, without limitation, inspect, audit and make extracts from any Loan Party’s or Restricted Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Loan Party’s or Restricted Subsidiary’s business, financial condition, assets, prospects and results of operations. Neither Agent nor any Lender shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection, appraisal or report with any Loan Party (provided that, except when an Event of Default exists, a representative of Loan Party Agent is given the opportunity to be present during any discussion with any such agent, adviser or independent accountant). The Loan Parties acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and the Loan Parties shall not be entitled to rely upon them. Notwithstanding the foregoing, appraisals of the Loan Parties’ Inventory shall not be required unless and until the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000, in which case the Loan Party Agent shall provide to Agent at Agent’s request updated appraisals of the Loan Parties’ Inventory (a) within 45 days of such request and (b) thereafter, one time per Loan Year so long as, but only to the extent that, the Total Revolver Exposure (excluding the stated amount of Letters of Credit that have been issued but are undrawn) exceeds $75,000,000 at the time that Agent requests such appraisal, to increase to two (2) times per Loan Year (x) commencing on the day that an Event of Default occurs, or Average Period Availability (for a one-day period) is less than the greater of (i) $35,000,00025,000,000 and (ii) 17.5% of the Borrowing Base at such time; and (y) continuing until, during the preceding thirty (30) consecutive days, no Event of Default has existed and Average Period Availability has been greater than the greater of (i) $35,000,00025,000,000 and (ii) 17.5% of the Borrowing Base at such time.
(b) Reimburse Agent in accordance with Section 3.4 for all charges, costs and expenses of Agent in connection with (i) examinations of ...
Inspections; Appraisals. (a) Permit the Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower, inspect, audit and make extracts from the Borrowers’ books and records, and discuss with its senior management Holdings’s or the Borrowers’ business, financial condition, assets, prospects and results of operations. The Lenders may participate in any such visit or inspection, at their own expense. Neither the Agent nor any Lender shall have any duty to Holdings or the Borrowers to make any inspection. To the extent any appraisal or other information is shared by Agent or a Lender with Holdings or the Borrowers, each of Holdings and the Borrowers acknowledge that it was prepared by Agent and Lenders for their purposes and none of the Borrowers or Holdings shall be entitled to rely upon it.
(b) Reimburse the Agent for all reasonable out-of-pocket charges, costs and expenses of the Agent in connection with examinations of the Borrowers’ and Holdings’s books and records or any other financial or Collateral matters as the Agent deems appropriate, up to two times per year; provided, however, that if an examination is initiated during a Default or Event of Default, all reasonable out-of-pocket charges, costs and expenses therefor shall be reimbursed by the Borrowers without regard to such limits. Subject to the foregoing, the Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.
Inspections; Appraisals. Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and during normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.
Inspections; Appraisals. (a) Permit Lender from time to time, subject to reasonable notice (except when an Event of Default exists) and during normal business hours, to visit and inspect the Properties of Borrower or Subsidiary, inspect, audit and make extracts from Borrower’s or its Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lender shall not have any duty to Borrower to make any inspection, or to share any results of any inspection, appraisal or report with Borrower. Borrower acknowledges that all inspections, appraisals and reports are prepared by Lender for its purposes, and Borrower shall not be entitled to rely upon them.
(b) Reimburse Lender for its reasonable charges, costs and expenses in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Lender deems reasonably appropriate; and (ii) appraisals of Inventory, up to two times per Loan Year (one of which is on a desktop basis); provided, however, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrower without regard to such limits. Subject to and without limiting the foregoing, Borrower agrees to pay Lender’s then standard charges for examination activities, including the standard charges of Lender’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.
Inspections; Appraisals. Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Grantor, inspect, audit and make extracts from Grantor’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants Grantor’s or its Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to Grantor or any other Obligated Party to make any inspection, nor to share any results of any inspection, appraisal or report with Grantor or any other Obligated Party. Grantor acknowledges that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Grantor shall not be entitled to rely upon them.
Inspections; Appraisals. Permit Agent from time to time, subject (except when an Event of Default exists) to reasonable prior notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records (other than information which is subject to attorney-client privilege or would result in a breach of a confidentiality obligation of the Obligors to any other Person), and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense; provided, however, the Obligors shall, absent a continuing Event of Default, be given the opportunity to be present at any communications with their accountants. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them. Agent may allow Borrower Agent to receive copies of any appraisals.