Audit and Inspections. At any time during normal business hours and as often as the City and/or the comptroller of HUD may deem necessary, there shall be made available to the City and/or representatives of the federal agency, the right to audit and examine all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to matters covered by this Agreement. It is further understood that all records and supporting documents pertaining to this Agreement shall be kept for a minimum period of three (3) years from the date of expiration of this Agreement and shall be to the extent required by law, public records available for inspection and copying. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the three-year period, the records must be retained until completion of the action and resolution of all issues which arise. If during the course of an audit, the City determines that any payments made to the Subrecipient do not constitute an allowable expenditure, the City will have the right to deduct or reduce those amounts from their related invoices. The Subrecipient must maintain records necessary to document compliance with the provisions of the Agreement. Nonprofit organizations that expend $750,000.00 or more annually in federal awards shall have a single or program specific audit conducted in accordance with OMB A-133. Nonprofit organizations expending federal awards of $750,000.00 or more under federal programs may elect to have a program-specific audit performed, in accordance with OMB A-133. Nonprofit organizations that expend less than $750,000.00 annually in federal awards shall be exempt from an audit conducted in accordance with OMB A-133, although their records must be made available for review (e.g. inspections, evaluations). These organizations are required by the City to submit “reduced scope” audits to (e.g. financial audits, performance audits). They may choose instead of a reduced scope audit to have a program audit conducted for each federal award in accordance with federal laws and regulations governing the programs in which they participate. Records must be available for review or audit by appropriate officials of federal and city agencies. A copy of the audit report in duplicate must be received by the City no later than six months following the end of organization’s fiscal year.
Audit and Inspections. (a) Borrower and Guarantors agree that Lender and its auditors or accountants may, during the term of this Agreement, conduct an audit at Borrower’s and Guarantors’ offices and examine, audit, and make and take away copies or reproductions of Borrower’s and Guarantors’ books and records reasonably required by Lender, relating to (i) the sources and uses of all funds advanced by Lender under the Revolving Note, and (ii) the sources and uses of all production proceeds attributable to Borrower’s and Guarantors’ oil and gas properties. Lender will provide Borrower and Guarantors with five (5) business days written notice of its intention to commence the audit. Borrower and Guarantors agree to cooperate with Lender and comply with all reasonable requests in connection with the audit, and Borrower and Guarantors hereby consent to the review and use by Lender’s auditors of Borrower’s third-party audit of the books and records of Borrower, Guarantors, and any other subsidiaries, including the supporting documentation and work papers of such independent auditors.
Audit and Inspections. 1. Each Party may carry out an audit and/or inspection in order to ensure the safety of the products (goods).
2. The Parties agree to enhance further their cooperation in the field of audits and inspections.
3. In undertaking audits and/or inspections, each Party shall take into account relevant international standards, guidelines and recommendations.
4. The auditing or inspecting Party shall provide the audited or inspected Party the opportunities to comment on the findings of the audits and/or inspections.
5. Costs incurred by the auditing or inspecting Party shall be borne by the auditing or inspecting Party, unless both Parties agree otherwise.
Audit and Inspections. Where Customer reasonably considers the information provided under clause 4.8 above is not sufficient to demonstrate Secureworks’ compliance with this DPA, Customer may request reasonable access to Secureworks’ relevant processing activities in order to audit and/or inspect Secureworks’ compliance with this DPA PROVIDED THAT:
(a) Customer gives Secureworks reasonable prior written notice of at least thirty (30) days before any audit or inspection (unless a shorter notice period is required by Privacy Laws, an order of a supervisory authority, otherwise agreed between the parties or in the event of a Data Breach)
(b) audits or inspections may not be carried out more frequently than once in any twelve month period (unless required more frequently by Privacy Laws, an order of a supervisory authority, otherwise agreed between the parties or in the event of a Data Breach)
(c) Customer submits to Secureworks a detailed audit plan at least two weeks in advance of the proposed audit date describing the proposed scope, duration and start date of the audit. Secureworks shall review the audit plan and provide Customer with any material concerns or questions without undue delay. The parties will then reasonably cooperate to agree a final audit plan
(d) Secureworks may restrict access to information in order to avoid compromising a continuing investigation, violating law or violating confidentiality obligations to third parties. Any access to sensitive or restricted facilities by Customer is strictly prohibited due to regulatory restrictions on access to other customers’ data, although Customer and/or its auditor shall be entitled to observe the security operations center via a viewing window). Customer shall not (and must ensure that its auditor shall not) allow any sensitive documents and/or details regarding Secureworks’ policies, controls and/or procedures to leave the Secureworks location at which the audit or inspection is taking place (whether in electronic or physical form)
(e) Customer carries out the audit or inspection during normal business hours and without creating a business interruption to Secureworks
(f) the audit or inspection is carried out in compliance with Secureworks’ relevant on site policies and procedures
(g) where the audit is carried out by a third party on behalf of the Customer, such third party is bound by similar obligations to those set out in Section 8 of the MSA (Confidentiality) and is not a direct competitor of Secureworks. Securewo...
Audit and Inspections. At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City the right to audit and examine all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to matters covered by this Agreement. It is further understood that all records and supporting documents pertaining to this Agreement shall be kept for a minimum period of three (3) years from the date of expiration of this Agreement and shall be, to the extent required by law, a public record available for inspection and copying. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the three (3) year period, the records must be retained until completion of the action and resolution of all issues which arise. If during the course of an audit, the City determines that any payments made to the Grantee do not constitute an allowable expenditure, the City will have the right to deduct/reduce any unpaid invoices or require repayment of those amounts. The Grantee must maintain records necessary to document compliance with the provisions of the Agreement.
Audit and Inspections. Subrecipient will keep all records related to this Agreement for a period of 5 years after December 30, 2020. Until termination of this Agreement, Subrecipient will allow the County, the Federal Granting Agency, federal Inspectors General, and/or the Comptroller of the United States to inspect all records reasonably related to this Agreement within 3 calendar days from request in order to make audits, examinations, excerpts, and transcripts. The Subrecipient will provide copies to the requesting party of any records requested at the Subrecipient’s expense. Further, the Subrecipient will allow timely and reasonable access to the non–Federal entity's personnel for the purpose of interview and discussion related to such documents. The Subrecipient will comply with any additional audit requirements listed on the Program Scope.
Audit and Inspections. 4.1. Subject to clause 4.2 of this Addendum, Greenlight will allow for and contribute to audits (including inspections) conducted by the Customer or another auditor mandated by the Customer.
4.2. Any audit conducted pursuant to clause 4.1 of this Addendum is subject to the following conditions:
(a) the Customer will provide reasonable advance notice of any audit;
(b) any audit may only be conducted during Greenlight’s normal business hours;
(c) any audit must be conducted so as to cause minimal disruption to Greenlight’s normal business operations;
(d) any auditor will enter into direct confidentiality obligations with Greenlight which are reasonably acceptable to Greenlight;
(e) any audit will be limited only to Greenlight’s data processing activities as part of its Services as a data processor to Customer, and to such information as is reasonably necessary for Customer to assess Greenlight’s compliance with the terms of this Addendum;
(f) as part of any audit, Customer (or its auditor) will not have access to Greenlight’s Confidential Information; and
(g) Customer will reimburse Greenlight’s reasonable costs and expenses associated with any audit.
Audit and Inspections. All Borrower records with respect to any matters covered by this Agreement shall be made available to the County Board, HUD, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Borrower within 30 days after receipt by the Borrower. Failure of the Borrower to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. The Borrower hereby agrees to have an annual agency audit conducted in accordance with current County Board policy concerning subrecipient audits and OMB Circular A-133.
Audit and Inspections. (a) During the Term and for a period of twelve (12) months after the end of the Term (but not more than twice in any calendar year), TI will provide TELUS and any internal or external auditor appointed by TELUS, upon thirty (30) days prior written notice from TELUS, with reasonable access to all facilities, systems, personnel and assets used by any TI Party or by any other authorized subcontractor to provide the Services (including “Services” as defined under any Affiliate Agreement) and to all relevant books and records in order to conduct audits and inspections in order to verify:
(i) TI’s reports on Service Levels, Service Level Credits, Earn Back Credits, KPIs, Incentive Targets and [***] (including providing access to all raw Data from which such reports are compiled);
(ii) any pass-through expenses charged by TI to TELUS or the TELUS Group Member, as applicable, under this Agreement, any Affiliate Agreement or any SOW;
(iii) compliance with TELUS Policies and Codes;
(iv) compliance with privacy and protection of Personal Information obligations under this Agreement, any Affiliate Agreement and any SOW;
(v) physical, data, and access security arrangements and the quality, accuracy or controls and processes relating to such arrangements, including without limitation compliance by TI with the security obligations under this Agreement or any Affiliate Agreement and compliance with applicable Payment Card Industry (PCI) standards; and
(vi) the calculation of any amounts under Article 9 of this Agreement.
(b) Subject to applicable confidentiality requirements, TI shall, as part of the Services, provide to TELUS and its auditors any assistance that they may reasonably require in connection with an audit or inspection. TI shall use all reasonable efforts to arrange its affairs, relationships and agreements in such a way that TELUS and its auditors can conduct their activities as permitted by this Section.
(c) Audits and inspections pursuant to this Article 15 will be conducted at TELUS’ expense except for TI’s internal time, which shall be at its own cost and expense, unless such audit, or inspection reveals a net discrepancy of greater than 5% in respect of amounts that were, or should have been, charged or credited under this Agreement, any Affiliate Agreement and the SOWs in respect of the time period examined, in which case TI shall reimburse TELUS for all reasonable out-of-pocket costs incurred by TELUS in connection with such audit or inspection, subje...
Audit and Inspections. 2.2.1. Agilent agrees to allow the FDA and any other Regulatory Authority to conduct any inspection related to the manufacture of the API which the FDA or such Regulatory Authority requires and Agilent agrees to reasonably cooperate with the FDA or such Regulatory Authority in connection with such inspection. Agilent agrees to promptly notify Ophthotech of any inspections or actions by a Regulatory Authority which could potentially impact the production or distribution of the GMP API; provided that Agilent shall provide notice to Ophthotech of any such inspection or action that relates to the API or Product testing within [**] hours. Ophthotech may be present during any regulatory inspections involving their Product. Agilent agrees to provide Ophthotech (i) copies of any report issued and notice of any regulatory actions resulting from such inspections within [**] business days of any written action from such Regulatory Authority and (ii) within [**] days after Agilent’s receipt of such regulatory action, a plan to make corrective actions to remedy such regulatory action (which plan Agilent shall promptly implement and diligently pursue).
2.2.2. Ophthotech reserves the right to conduct compliance audits of Agilent’s records and relevant areas of the Agilent facility that are involved in the production, testing, or storage of the API and Intermediates. Agilent requires a minimum of [**] business day notice for compliance audits. During audits, Agilent shall provide Ophthotech with all relevant documentation for the sole purpose of assuring API quality and compliance with agreed-upon manufacturing procedures.
2.2.3. Ophthotech is entitled to one routine on-site GMP audit per [**] period provided active manufacturing occurs during this period. A request for audit due to a specific issue (‘for-cause’ audit) may be conducted at any time with a minimum of a [**] business day notice and must be focused only on the subject of the ‘for-cause’ audit.
2.2.4. During an audit by Ophthotech, any non-conformances will be noted and documented in a report issued by Ophthotech within ([**] business days. Agilent will formally respond in writing within [**] business days following receipt of the report [**].
2.2.5. Ophthotech reserves the right, at Ophthotech’s expense, to conduct PAI readiness and mock audit exercises at Agilent.
