Books and Records; Inspection The Company shall, and shall cause each of its Restricted Subsidiaries to: (a) Maintain complete and accurate books and records, in which full and correct entries shall be made of all financial transactions of the Company and each such Restricted Subsidiary in accordance with generally accepted accounting principles. (b) Permit the Administrative Agent up to one time per 12-month period, subject to reasonable notice and normal business hours, to visit and inspect the properties of the Borrower or any of its Restricted Subsidiaries, conduct field examinations and Inventory and Equipment appraisals, inspect, audit and make extracts from the Company’s or any of its Restricted Subsidiaries’ books and records, and discuss with its officers, employees, agents, advisors and independent accountants the Company’s or any of its Restricted Subsidiaries’ business, financial condition, assets, prospects and results of operations; provided that (x) there shall be no restriction on the number of inspections, appraisals or audits if an Event of Default has occurred and is continuing, (y) the Administrative Agent shall be entitled to conduct one additional field examination and one additional Inventory appraisal (but no additional appraisals of Equipment or Real Property) during any 12-month period in which an Audit Trigger Event occurs and (z) the Administrative Agent shall not discuss the affairs of the Company with the Company’s independent public accountants except in the presence of a Responsible Officer of the Company. Neither the Administrative 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. Notwithstanding anything to the contrary in this Section 7.04(b), none of the Company nor any of its Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that (i) in respect of which disclosure to the Administrative Agent is then prohibited by law, rule or regulation or any agreement binding on the Company any of its Restricted Subsidiaries, as long as such agreement was not entered into in contemplation of or in connection with such inspection or (ii) in any of the Company or any of its Restricted Subsidiaries’ reasonable judgment, would compromise, or likely cause the Company or any Restricted Subsidiary of the Company to lose the benefit of protection in respect of, any attorney-client privilege, privilege afforded to attorney work product or similar privilege. (c) Reimburse the Administrative Agent for all charges, costs and expenses of the Administrative Agent in connection with (i) examinations of any Loan Party’s books and records or any other financial or Collateral matters as the Administrative Agent deems appropriate, up to one time per 12-month period; and (ii) appraisals of Inventory and Equipment (but not appraisals of Real Property) up to one time each per 12-month period; provided, however, that (x) if an examination or appraisal is initiated during an Event of Default, all charges, costs and expenses relating thereto shall be reimbursed by the Borrower without regard to such limits, (y) the Administrative Agent shall be entitled to reimbursement of all charges, costs and expenses in connection with one additional field examination, one additional Inventory appraisal (but no additional appraisals of Equipment or Real Property) during any 12-month period in which an Audit Trigger Event occurs and (z) if an examination or appraisal is initiated after an Audit Trigger Event occurs, the Administrative Agent shall be permitted to complete such examination or appraisal regardless of whether such Audit Trigger Event has ended. The Company agrees to pay the Administrative Agent’s reasonable and documented charges, costs and expenses for examination activities, including charges for the Administrative Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.
Contractor’s Books and Records Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the County for a minimum of five (5) years, or for any longer period required by law, from the date of final payment to the Contractor under this Contract. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of the County.
Visitors Resident will be responsible in all matters regarding this Agreement for the conduct of anyone Resident invites or permits to enter the Residence Facility or its grounds. Any violation of the provisions of this Agreement by such a person will be attributed to Resident and will be grounds for cancellation of this Agreement by College on behalf of Provider, as well as grounds for discipline of Resident by College through its disciplinary process.
Inspection at Contractor’s Site The Department reserves the right to inspect, or enlist a third-party to perform, at any reasonable time with prior notice, the equipment, product, plant or other facilities of the Contractor to assess conformity with Term Contract requirements and to determine whether they are adequate and suitable for proper and effective Term Contract performance.