Audit by BNBQ Sample Clauses

Audit by BNBQ. If BNBQ is subject to a third party claim relating to a failure by Alibris to pay a Participating Dealer and Alibris fails, upon request, to provide satisfactory records to demonstrate such payments were made BNBQ may cause an audit or inspection to be made of Alibris' books, records and facilities regarding Alibris' payments to such Participating Dealer, provided that the audit or inspection will be conducted by an independent auditing firm selected and engaged by BNBQ, on not less than five (5) days prior notice, during normal business hours, and in such a manner as not to interfere unreasonably with the operations of Alibris' business. BNBQ will not conduct any such audit or inspection more than once in any twelve (12) month period. BNBQ will bear the costs of such independent auditing firm unless either of the following occurs in which case Alibris shall reimburse BNBQ for the costs of such auditing firm and shall, as the case may be, immediately remit corrective payments to applicable Participating Dealers or immediately cure, in not less than five (5) business days, Alibris' breach of its obligations under Section 7.3 if such audit or inspection reveals a deficiency of five percent (5%) or more in the payments made by Alibris to any Participating Dealer individually or collectively.
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Related to Audit by BNBQ

  • Assignment by Borrower The Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks.

  • Reimbursement by ▇▇▇▇▇▇▇ To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such ▇▇▇▇▇▇’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Statement by Officers as to Default The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

  • Performance by Buyer Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed by Buyer on or before the Closing Date.