Inspections and Appraisals Sample Clauses

Inspections and Appraisals. At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company’s properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company’s Books and Records, including management letters prepared by the Accountants, and (c) discuss with each Company’s directors, principal officers, and independent accountants, each Company’s business, assets, liabilities, financial condition, results of operations and business prospects. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

Inspections and Appraisals. At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each of Company's and each Eligible Subsidiary's properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from Company's and each Eligible Subsidiary's Books and Records, including management letters prepared by independent accountants, and (c) discuss with Company's and each Eligible Subsidiary's principal officers, and independent accountants, Company's and each Eligible Subsidiary's business, assets, liabilities, financial condition, results of operations and business prospects. Each of Company and each Eligible Subsidiary will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for Company and such Eligible Subsidiary. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

Inspections and Appraisals. (a) Each Credit Party shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by any Agent and the Lenders to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect and copy its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (at Parent Borrower’s sole cost and expense) (provided that, an Authorized Officer of Parent Borrower shall be afforded an opportunity to be present), all upon reasonable prior notice and at such reasonable times during normal business hours; provided, however, that unless an Event of Default shall have occurred and be continuing, Agent and Lenders shall only conduct one (1) such visit and inspection during any fiscal year. (b) Each Credit Party permits the Administrative Agent to commission, at any time while an Event of Default shall have occurred and be continuing, a Valuation Report (at Parent Borrower’s sole cost and expense) and each Credit Party permits, and shall cause each of its Subsidiaries to permit, any authorized representative designated by the Agent and the Lenders to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries and to inspect and copy its and their financial and accounting records in connection with, and for the purposes of, the foregoing.

Inspections and Appraisals. It shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to visit and inspect any of the properties, corporate books and financial records of the Obligors, to examine and make copies of the books of accounts and other financial records of the Obligors, and to discuss the affairs, finances and accounts of the Obligors with, and to be advised as to the same by, their officers, employees and independent chartered accountants (and by this provision the Obligors authorize such accountants to discuss with the Agent the finances and affairs of each Obligor) at all reasonable times and reasonable intervals as the Agent may designate in the absence of any Default or Event of Default, and otherwise, at all times and intervals as the Agent may designate. The Obligors shall permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct a field examination of the Obligors' properties three times per Fiscal Year in the absence of any Default or Event of Default or, at such other times as is designated by the Agent if a Default or Event of Default has occurred and is occurring, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Obligors shall be required to permit (and arrange for all access required to permit) the Agent and its duly authorized representatives and agents to conduct no more than two field examinations of the Obligor's properties in such Fiscal Year. The Agent may obtain (or direct the Borrowers to obtain and provide to the Agent and the Lenders) updated appraisals of the Obligors' Inventory, or any portion thereof, two times per Fiscal Year as the Agent may designate in the absence of a Default or an Event of Default, or at such other times designated by the Agent if a Default or an Event of Default has occurred and is continuing, provided however that, in the absence of any Default or Event of Default, if the average Excess Availability exceeds, and has exceeded at all times during the applicable Fiscal Year, 15% of the combined Total Commitment in respect of Facility A and Facility B, the Agent may obtain (or direct the Borrower to obtain and provide to the Agent and the Lenders) no more than one updated appraisal...

Inspections and Appraisals. Upon reasonable notice, at all times during normal business hours, Laurus, and/or any agent of Laurus, accompanied by a representative of Company Agent, shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company’s real or other tangible properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company’s Books and Records related to the Collateral, including management letters prepared by the Accountants (unless such examination is not permitted by federal, state or local law or by contract) and (c) discuss with each Company’s directors, principal officers, and independent accountants, each Company’s business, assets, liabilities, financial condition, results of operations and business prospects. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company; provided, that, no such prior notice shall be required to be given and no such representative shall be required to accompany Laurus in the event Laurus reasonably believes such access is necessary to preserve or protect the Collateral or following the occurrence and during the continuance of an Event of Default. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same. Notwithstanding the foregoing, Parent and its Subsidiaries shall only be required to provide any material, non-public information to Laurus if Laurus is bound by the existing Non-Disclosure Agreement dated June 28, 2005 between the Laurus and the Parent or such other similar agreement under which the Laurus agrees to keep such information confidential.

Inspections and Appraisals. At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company’s properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company’s Books and Records, including management letters prepared by the Accountants, and (c) discuss with each Company’s directors, principal officers, and independent accountants, each Company’s business, assets, liabilities, financial condition, results of operations and business prospects., provided, however, such visits inspections, etc. shall not occur more than one every three (3) months. The limitation set forth in the immediately preceding proviso shall not apply following the occurrence and during the continuation of an Event of Default. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

Inspections and Appraisals. At all times during normal business hours, Laurus, and/or any agent or representative of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of the properties of Parent and each of its Subsidiaries and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from the Books and Records of Parent and each of its Subsidiaries, including management letters prepared by the Accountants, and (c) discuss with the directors, principal officers, and independent accountants of Parent and each of its Subsidiaries, such Person’s business, assets, liabilities, financial condition, results of operations and business prospects; provided that absent the occurrence of a Default or an Event of Default, such inspections shall be limited to three times during each year of term of this Agreement. Each Company and each of its Subsidiaries will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company and its Subsidiaries. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same. Notwithstanding the foregoing, no Company nor any of its Subsidiaries shall provide any material, non-public information to Laurus unless Laurus signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Inspections and Appraisals. At all times during normal business hours, and on at least twenty-four hours prior notice (which notice shall only be necessary so long as no Event of Default has occurred and is continuing), Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company's properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company's Books and Records, including management letters prepared by the Accountants, and (c) discuss with each Company's directors, principal officers, and independent accountants, each Company's business, assets, liabilities, financial condition, results of operations and business prospects. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

Inspections and Appraisals. At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right at the Company's expense and accompanied by a representative of the Company to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of the Company's and the Eligible Subsidiaries' properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from the Company's and the Eligible Subsidiaries' Books and Records, including management letters prepared by the Accountants, and (c) discuss with the Company's and the Eligible Subsidiaries' directors, principal officers, and independent accountants, the Company's business, assets, liabilities, financial condition, results of operations and business prospects. The Company and the Eligible Subsidiaries will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for the Company and the Eligible Subsidiaries. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.