Audits and Appraisals Clause Samples

Audits and Appraisals. Article 36 The audits and appraisals on Newco include the internal audits and appraisals conducted by the Acquirer and any external audits or appraisals performed by an independent third party. Article 37 The auditor and appraiser, as independent third parties under this Agreement, shall be mutually approved by the Acquirer, the Controlling Party and/or the Transferors, but the Acquirer shall bear the associated audit and appraisal expenses. * Confidential material redacted and filed separately with the Securities and Exchange Commission. Article 38 The audit and appraisal results issued by the auditor and appraiser under this Agreement shall be subject to mutual confirmation by the Acquirer, the Controlling Party and/or Transferors. Article 39 All of the audits and appraisals performed by the auditor and appraiser under this Agreement and the internal audits performed by the Acquirer shall follow the requirements of the critical accounting policies below: (1) Inventories shall be accounted for on the basis of actual procurement costs. (2) The value of Fixed Assets shall be determined according to the audit report issued on the Audit Reference Date by an auditor mutually approved by the Parties. If the auditor cannot obtain reliable accounting materials to confirm the value of such assets, the Parties shall agree to determine such amounts using any of the following methods: (a) the result of appraisals based on fair market value; (b) the amount determined by the Parties through negotiation; or (c) if there are any disagreements on the asset values and the Transferors cannot provide reasonable and satisfactory support or evidence regarding the asset values to the Acquirer, the Acquirer may refuse to acquire such assets on behalf of Newco. (3) The value of real property will be determined on the basis of the appraisal results. (4) The straight-line method shall be used to calculate the depreciation of fixed assets over the longest applicable number of years available for such fixed assets in accordance with the applicable accounting standards.

Audits and Appraisals. Section 2.2.4 is amended in its entirety to read as follows:

Audits and Appraisals. Upon the request of Administrative Agent, each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Administrative Agent to conduct one or more audits of all Accounts and Inventory of Loan Parties and one or more appraisals of all Equipment, Real Property Assets and Intellectual Property of Loan Parties, in each case during each twelve-month period after the Second Amendment Effective Date (exclusive of any audits or appraisals required under subsection 6.12(ii) (the "BASE AUDITS AND APPRAISALS")), or upon the occurrence and during the continuation of an Event of Default, such additional audits of Accounts and Inventory and appraisals of Equipment, Real Property Assets and Intellectual Property as Administrative Agent may require, each such audit and/or appraisal to be substantially similar in scope and substance to the Base Audits and Appraisals, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested.

Audits and Appraisals. (a) Agent or its Affiliates shall have conducted a field examination of Borrowers’ assets, liabilities, cash management systems, books and records, and the results of such field examination shall be reasonably satisfactory to Agent in all respects; and (b) The Agent shall have received appraisals conducted on certain Inventory and Equipment of the Loan Parties, and the results of such appraisals shall be reasonably satisfactory to Agent in all respects.

Audits and Appraisals. (a) So long as no Event of Default has occurred and is continuing, the Administrative Agent may, from time to time, conduct commercial finance audits of the Borrowers’ books and records (in each event, at the Administrative Agent’s expense), such exams to be conducted not more than once during any one (1) consecutive twelve (12) month period. After the occurrence of an Event of Default which is continuing, the Administrative Agent may, from time to time, conduct commercial finance audits of the Borrowers’ books and records (in each event, at the Borrowers’ expense, but not to exceed $5,000.00 per exam). (b) The Administrative Agent, at the expense of the Borrowers, may participate in and/or observe each physical count and/or inventory of Inventory which is undertaken on behalf of the Borrowers. (c) Upon the Administrative Agent’s reasonable request after the occurrence and during the continuance of an Event of Default, the Borrowers shall permit the Administrative Agent to obtain appraisals of the Borrowers’ assets (in all events, at the Borrowers’ expense) conducted by such appraisers as are satisfactory to the Administrative Agent.

Audits and Appraisals. (a) At reasonable times, on two (2) Business Day’s notice (provided that no notice is required if an Event of Default has occurred and is continuing), the Administrative Agent, or its agents, shall have the right to inspect the Collateral and the right to audit and copy any and all of any Loan Party’s books and records including ledgers, federal, state and provincial tax returns, records regarding assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. The foregoing inspections and audits shall be at the Borrowers’ expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent the Administrative Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Such inspections and audits shall not be undertaken more frequently than twice per year, unless an Event of Default has occurred and is continuing. (b) Within fifteen (15) days after the Closing Date, the Borrowers shall have delivered to the Administrative Agent an Inventory appraisal, in form and substance satisfactory to the Administrative Agent, completed by a third party appraiser acceptable to the Administrative Agent. The Borrowers shall pay the fees and expenses of the Administrative Agent and the appraiser with respect to such appraisal. It is hereby acknowledged, as of the Closing Date, that the Administrative Agent has received the Inventory appraisal required pursuant to this Section (b).

Audits and Appraisals. (i) The Administrative Agent or its Affiliates shall have conducted a field examination of the BabyUniverse Loan Parties’ assets, liabilities, cash management systems, books and records, and the results of such field examination shall be reasonably satisfactory to the Administrative Agent in all respects; and (ii) The Administrative Agent shall have received appraisals conducted on certain Inventory of the BabyUniverse Loan Parties, and the results of such appraisals shall be reasonably satisfactory to the Administrative Agent in all respects.

Audits and Appraisals. Upon the request of Administrative Agent, each Borrower shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by Administrative Agent to conduct one or more audits of all Accounts and Inventory of Loan Parties and one or more appraisals of all Equipment and Real Property Assets, in each case during each twelve-month period after the Effective Date (exclusive of any audits or appraisals required under subsections 4.1K and 4.1L (the "BASE AUDITS AND APPRAISALS")), or upon the occurrence and during the continuation of an Event of Default, such additional audits of Accounts and Inventory and appraisals of Equipment and Real Property Assets as Administrative Agent may require, each such audit and/or appraisal to be substantially similar in scope and substance to the Base Audits and Appraisals, all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested.

Audits and Appraisals. (a) The Lender may from time to time conduct commercial finance audits of any Principal Borrower's books and records (in each event, at the expense of the Principal Borrowers) in accordance with the Bank's customary practices.