Audit and Assessment Sample Clauses

Audit and Assessment. The Company reserves the right to perform an onsite audit for the purpose of completing the Company’s due diligence in security matters upon reasonable request. The Contractor shall permit the Company or a third party authorised by it to carry out such audit, upon reasonable written notice and during normal business hours. The Contractor may require the Company and/or such third party auditor to enter into a confidentiality agreement before permitting it to carry out an audit. Unless such audit or inspection has been necessitated by a material security breach by the Contractor, such audit shall be carried out at the Company’s expense.
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Audit and Assessment. Assessments, audits and other reviews connected with this appendix may be made public.
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Audit and Assessment. 7.1. The Supplier will allow its implementation and compliance with its obligations under this Data Processing Agreement to be audited by the Customer or an external auditor approved by the Customer at least annually. If and insofar as the audit indicates that the Supplier’s compliance falls short on one or more aspects, the Supplier will make concrete proposals for improvements in this respect, if possible in the context of its continuous improvement program. 7.2. If the audit/assessment referred to in paragraph 7.1 identifies any gaps in the Suppliers processing activities which are not compliant with this Data Processing Agreement or the relevant Privacy Laws the Customer has the right to ask the Supplier to update the technical and organizational security measures taken so that they are in line with the relevant requirements. The Supplier will provide all reasonable cooperation and as soon as reasonably practicable implement the necessary modifications indicated by the Customer. Processing carried out by Supplier: Basic user information will be processed in order to setup access rights and individual user accounts within the platform and provide the services to the users. This information can further be used for basic reporting and progress tracking.
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Audit and Assessment. 7.1. The Licensor will allow its implementation and compliance with its obligations under this Data Processing Agreement to be audited an external auditor at least annually. If and insofar as the audit indicates that the Licensor’s compliance falls short on one or more aspects, the Licensor will make concrete proposals for improvements in this respect, if possible, in the context of its continuous improvement program. 7.2. If the audit/assessment referred to in paragraph 7.1 identifies any gaps in the Licensors processing activities which are not compliant with this Data Processing Agreement, or the relevant Privacy Laws the Licensor may update the technical and organizational security measures taken so that they are in line with the relevant requirements. ANNEX 1 DATA RECORD
Sample 1
Audit and Assessment. Prior to the Effective Date of this Agreement, Contractor will at its expense conduct or certify that the following certifications have been performed, and thereafter, a. Contractor will at its expense conduct or have conducted the following at least annually: an audit or professional, third-party assessment of Contractor’s management, operational and technical information security controls against an industry-standard information security control set such as the latest version of NIST 800-53 (moderate or high security controls), the NIST CyberSecurity Framework, ISO 27001/27002, or the latest version of the Twenty Critical Security Controls for Effective Cyber Defense. The Department agrees that Contractor’s current Verizon Cybertrust certification, SSAE-18 Type II audit meets the requirement of this paragraph. b. Contractor will provide Department the reports or certifications, resulting from the above audits or assessments within thirty (30) calendar days of Contractor’s receipt of such results. Contractor will, within thirty (30) calendar days of receipt of such results, submit a Plan of Actions and Milestones (POA&M) and any other relevant documentation to the Department which documents the Contractor’s intention to remediate the findings in the audit or assessment report. Contractor must submit an updated POA&M to the Department twice per calendar year, on the last business days of May and November to show progress in meeting its obligations under this Agreement. c. The Department may require, at its expense, Contractor to perform additional audits or assessments, the results of which will be provided to the Department within seven (7) business days of Contractor’s receipt of such results.
Sample 1
Audit and Assessment. The Company shall have the right to take reasonable and appropriate steps to ensure Gilion uses Personal Information that it collected pursuant to this Service Provider Agreement in a manner consistent with the Company’s obligations under applicable U.S. Data Privacy and Security Laws. Such steps may include ongoing manual reviews and automated scans of Gilion’s system. It may also include regular internal or third-party assessments, audits, or other technical and operational testing at least once every 12 months. Gilion will cooperate with such reasonable assessments by the Company. With respect to requirements under the VCDPA, Xxxxxx may arrange for a qualified and independent assessor to conduct an assessment of Xxxxxx ’s policies and technical and organizational measures in support of its obligations under the VCDPA using an appropriate and accepted control standard or framework and assessment procedure. Gilion shall provide a report of such assessment to the Company upon request.
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Audit and Assessment. 7.01 Within 15 working days of receiving a written request from the WCB, a Physician will give the WCB full access to the File identified in the request for the purpose of allowing the WCB to conduct an audit of the xxxxxxxx to the WCB and the Services provided to Workers. 7.02 The WCB may audit selected or random reports against specific criteria for completeness and quality in conjunction with the relevant section of the AMA. The results of the audit will be confidential except where disclosure is authorized or permitted by law, and will be communicated to the Physician and the AMA where the Physician is an AMA member and such disclosure is authorized by the Physician.
Sample 1
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Audit and Assessment. 2.12.1. Company management must regularly review the compliance of information processing within their area of responsibility with the appropriate security policies, standards, and any other security requirements. 2.12.2. On an annual basis, Company shall conduct an internal audit or assessment of all security controls, including, but not limited, to the controls required by this Standard. 2.12.3. Company must have an external Information Security audit performed at least annually by an independent, reputable third party which must be provided to SoundBite upon request. This requirement shall be considered satisfied by having an independent audit firm perform procedures under applicable auditing standards such as XXX00, XXXX00, SOC audits (SysTrust), ISO, or other commonly accepted IT governance frameworks. SoundBite may audit solely at their own expense Company to monitor compliance with this Information Security Standard. Such audits will occur during normal business hours and will not occur more than once in any calendar year, unless required by applicable laws and regulations or unless Company experiences a Security Incident, in which case additional audits may be performed. 2.12.3.1. SoundBite’s right to audit/inspect Company extends to SoundBite’s authorized representatives or any applicable regulator. 2.12.3.2. On-site inspections of Company’s facilities may be conducted by SoundBite or SoundBite’s authorized representatives. 2.12.3.3. Company will promptly correct any violation of this Standard found by SoundBite or its agents and will certify in writing that the correction has been made.
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Audit and Assessment. 8.1. The Data Processor will allow its implementation and compliance with its obligations under this Data Processing Agreement to be audited by the Data Controller or an external auditor approved by the Data Controller at least annually. If and insofar as the audit indicates that the Data Processor’s compliance falls short on one or more aspects, the Data Processor will make concrete proposals for improvements in this respect, if possible, in the context of its continuous improvement program. 8.2. The Data Processor will enable the Data Controller, at its first request, to assess the Data Processor’s compliance with its obligations. Prior to the assessment, Data Controller will inform the Data Processor in writing about the reason for the assessment and manner in which it will be conducted. 8.3. If the audit/assessment referred to in paragraph 8.2 identifies any gaps in the Data Processors processing activities which are not compliant with this Agreement or the relevant Privacy Laws the Data Controller has the right to ask the Data Processor to update the technical and organizational security measures taken so that they are in line with the relevant requirements. The Data Processor will provide all reasonable cooperation and as soon as reasonably practicable implement the necessary modifications indicated by the Data Controller.
Sample 1

Related to Audit and Assessment

  • Environmental Report Lender shall have received an Environmental Report (not more than six months old) with respect to the Property that discloses no material environmental contingencies with respect to the Property.

  • Financial Statements; Accountants’ Reports; Other Information The Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect all of the Guarantor’s financial transactions and assets. In addition, the Guarantor shall furnish, or cause to be furnished, to the Lender the following: (i) So long as Guarantor is a reporting company under the Securities and Exchange Act of 1934 (the “’34 Act”), promptly upon their becoming available, copies of (A) all 10K’s, 10Q’s, 8K’s, annual reports and proxy statements, and all replacement, substitute or similar filings or reports required to be filed after the date of this Guaranty by the SEC or other Governmental Authority exercising similar functions, and (B) all press releases and other statements made available generally by Guarantor to the public concerning material developments in the business of Guarantor. (ii) In the event Guarantor is not a reporting company under the ‘34 Act,

  • Financial Report 7.1.1 A certified interim financial report shall be submitted to IOM no later than [Date (A)]. The interim financial report shall present how the contribution from IOM has been used from the start date of the project to [Date]. 7.1.1. Certified interim financial reports shall be submitted to IOM within 30 days from the below listed reporting date. The interim financial reports shall present how the contribution from IOM has been used from the start date of the project up to the reporting date. 1st Interim Report e.g. 30 June 201X 2nd Interim Report e.g. 31 December 201X

  • No Joint Assessment Borrower shall not suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) which constitutes real property with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Property.

  • Financial Statements; Reports The Borrower shall furnish to the Administrative Agent the following: (i) As soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of the Financial Statements of the Borrower Entities (prepared on a consolidated basis) for the fiscal year to date, certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly in all material respects the financial condition, results of operations, cash flows, and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) As soon as available and in no event later than 120 days after the close of each fiscal year of the Borrower, copies of (A) the audited consolidated Financial Statements of the Borrower Entities for such year, audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants; (iii) Commencing with the fiscal quarter ended June 30, 2008, as soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year in respect of quarterly Financial Statements of the Borrower Entities, 90 days after the close of each fiscal year in respect of yearly Financial Statements of the CBII Entities and 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities in accordance with clause (i) above, clause (v) below and clause (ii) above, respectively, a compliance certificate of the Chief Accounting Officer or Treasurer of the Borrower (a “Compliance Certificate”) in substantially the form of Exhibit G-1; provided, however, that the only calculations to be provided in the Compliance Certificate delivered in connection with yearly Financial Statements of the CBII Entities shall be with respect to the Consolidated Adjusted Leverage Ratio; (iv) As soon as available and in no event later than 45 days after the last day of each of the first three fiscal quarters of each fiscal year of CBII, a copy of the Quarterly Report for CBII on Form 10-Q for such quarter and for the fiscal year to date; provided that such information, to the extent the Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on XXXXX; (v) As soon as available and in no event later than 90 days after the close of each fiscal year of CBII, (A) copies of the Annual Report for CBII on Form 10-K for such year, audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants; provided that such information, to the extent the Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on XXXXX; (A) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, (1) a written supplement to Schedule 4.01(n) (setting forth all necessary Trademark information as set forth in Section 4.01(n) and relating to the Trademarks that are material to the conduct of the Significant Parties’ respective businesses as then operated), (2) a written supplement to Schedule 3.06 to each Security Agreement, (3) any additional disclosures under Section 4.01(n) after Due Inquiry and (4) any additional disclosures to be provided on an annual basis under the Security Documents and (B) promptly, but in any event within a reasonable time after any officer of CBII or the Borrower obtains knowledge of the occurrence of an event that could reasonably be expected to result in a Material Adverse Effect on any of the Principal Trademarks or the Trademark Licenses, give the Administrative Agent notice of the occurrence of any such event; (vii) (A) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(q) (setting forth each of the US Subsidiaries, each of the Significant Subsidiaries and each of the De Minimis US Subsidiaries, its jurisdiction of organization, the classes of its Equity Securities, the number of shares of each such class issued and outstanding, the percentages of shares of each such class owned directly or indirectly by CBII or the Borrower and whether CBII or the Borrower owns such shares directly or, if not, the CBII Entities that own such shares and the number of shares and percentages of shares of each such class owned directly or indirectly by such CBII Entities) and (B) promptly upon the reasonable request of the Administrative Agent and in no event more often than annually, a current hierarchy report for the CBII Entities, in the form and with the substance of the hierarchy report delivered pursuant to Section 3.01(g)(iii); (viii) As soon as possible and in no event later than 30 days after any officer or director of any Significant Party knows of the occurrence or existence of (A) any ERISA Event under any Pension Plan or Multiemployer Plan which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (B) any actual or threatened litigation, suits, claims, disputes or investigations against any Significant Party involving potential monetary damages or in which injunctive relief or similar relief is sought, which could reasonably be expected to have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, including any of the following which could reasonably be expected to have a Material Adverse Effect: (1) breach or non-performance of, or any default under, a Contractual Obligation of any Significant Party, (2) any dispute, litigation, investigation, proceeding or suspension between any Significant Party and any Governmental Authority or (3) the commencement of, or any material development in, any litigation or proceeding affecting any Significant Party, including pursuant to any applicable Environmental Laws, or (D) any Default, the statement of the Chief Accounting Officer, Chief Financial Officer, or Treasurer of the Borrower setting forth details of such event, condition or Default and the action which CBII or the Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(viii) shall be accompanied by a statement of an Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action CBII or the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(viii) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (ix) In no event later than five Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by any CBII Entities with any securities exchange or the United States Securities and Exchange Commission (including all 10-Q, 10-K and 8-K reports), (B) all reports, proxy statements and Financial Statements sent or made available by CBII to its Equity Securities holders and (C) all press releases and other similar public announcements concerning any material developments in the business of CBII made available by CBII to the public generally; provided that such information, to the extent the Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on XXXXX; (x) As soon as available and in no event later than 30 days after they are filed, copies of all IRS Form 5500 reports for all Pension Plans required to file such form; (xi) Within the earlier to occur of (i) five days after the Board of Directors of the Borrower or CBII shall have publicly announced the earnings for the most recently completed fiscal year of the Borrower or CBII and (ii) 60 days after the end of each fiscal year of the Borrower and CBII, during each year when this Agreement is in effect, a forecast for the current fiscal year of the Borrower Entities and the CBII Entities which includes projected consolidated statement of income for such fiscal year and a projected consolidated statement of cash flows for such fiscal year and projected consolidated balance sheets, statements of income and statements of cash flows on a quarterly basis for such fiscal year; provided that the parties acknowledge that the information in such forecasts is not compiled or presented in accordance with GAAP and may not necessarily be presented on a basis consistent with the Borrower’s Financial Statements to be delivered pursuant to Section 5.01(a); (xii) As soon as possible and in no event later than the later of (A) any of CBII’s or the Borrower’s officers or directors learning thereof or (B) five Business Days prior to the occurrence of any event or circumstance (except for asset losses in which case as promptly as is reasonable after such asset loss) that would require a prepayment pursuant to Section 2.06(c), the statement of the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower setting forth the details thereof; (xiii) As soon as possible and in no event later than 30 days after the receipt thereof by any Loan Party (or subsequent determination after Due Inquiry by an officer of the Borrower that it could reasonably be expected to result in a Material Adverse Effect), a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law or any liability of any Loan Party for Environmental Damages that in any such case could reasonably be expected to result in a Material Adverse Effect; (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Significant Parties, and compliance by the Significant Parties with the terms of this Agreement and the other Credit Documents as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request; (xv) As soon as available and in no event later than five Business Days after any of CBII’s or the Borrower’s officers or directors receive notice or become aware of any actions (including derivative actions), suits, proceedings or investigations that are pending or, to the knowledge of any of CBII’s or the Borrower’s officers or directors, threatened against any Significant Party at law or in equity in any court, arbitration proceeding or before any other Governmental Authority which seek to enjoin, either directly or indirectly, the execution, delivery or performance by any Loan Party of the Credit Documents or the transactions contemplated thereby; (xvi) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(w) (setting forth a true and complete listing of all insurance maintained by the Significant Parties); (xvii) Within 120 days after the close of each fiscal year of CBII, a written supplement disclosing any matters required to update factual matters relating to Section 4.01

  • Financial Statements, Reports, etc In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender: (a) within 120 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10 and 6.11 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth the Borrower’s calculation of Excess Cash Flow; (d) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be; (f) promptly after the receipt thereof by Holdings or the Borrower or any of their respective subsidiaries, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; (g) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (h) promptly after the request by the Administrative Agent or any Lender, on and after the effectiveness of the applicable provisions of the Pension Act, copies of (i) any documents described in Section 101(k)(l) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and (i) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 5.04(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto at xxxx://xxx.xxxxxx.xxx/www/strlab/; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent if it so requests or to any Lender that so requests the Borrower to deliver such paper copies and (y) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

  • Final Report The goal of this subtask is to prepare a comprehensive Final Report that describes the original purpose, approach, results, and conclusions of the work performed under this Agreement. The CAM will review the Final Report, which will be due at least two months before the Agreement end date. When creating the Final Report Outline and the Final Report, the Recipient must use the Style Manual provided by the CAM.

  • Engineering Report Lender shall have received a current Engineering Report with respect to the Property, which report shall be in form and substance reasonably satisfactory to Lender.

  • Accountants’ Report Simultaneously with the delivery of the annual financial statements referred to in Section 5.08(2), a certificate of the independent public accountants who audited such statements to the effect that, in making the examination necessary for the audit of such statements, they have obtained no knowledge of any condition or event which constitutes a Default or Event of Default, or if such accountants shall have obtained knowledge of any such condition or event, specifying in such certificate each such condition or event of which they have knowledge and the nature and status thereof;

  • Environmental Reports Lender shall have received an environmental report in respect of the Property, in each case reasonably satisfactory to Lender.

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