Audits and Assessments. Periodic self-evaluations to ensure conformity to legal and regulatory requirements, the content of the Code and customer contractual requirements related to social and environmental responsibility.
Audits and Assessments. Provide timely notice to the other party in writing of any pending or proposed tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any tax audit or information request) or assessments for taxable periods for which the other party may have a liability. The party requesting assistance or cooperation shall bear the other party's reasonable out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third-party service providers.
Audits and Assessments. Upon Cintas’ written request, to confirm Service Provider’s compliance with this Agreement, as well as Data Protection Laws and any other applicable laws, regulations, and industry standards, Service Provider grants Cintas or, upon Cintas’ election, a third party on Cintas’ behalf, permission to perform an assessment, audit, examination, or review of all controls in Service Provider’s physical and/or technical environment in relation to all Personal Data being handled and/or the Services being provided to Cintas pursuant to the Agreement. Service Provider shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure, and application software that processes, stores, or transports Personal Data for Cintas pursuant to the Agreement. In its sole discretion and in lieu of or in addition to an on-site audit, Cintas may elect to provide, and Service Provider agrees to accurately and promptly complete, a written information security questionnaire regarding Service Provider’s business practices and information technology environment in relation to all Personal Data being handled and/or the Services being provided by Service Provider to Cintas pursuant to the Agreement. Service Provider shall fully cooperate with such inquiries. In addition, upon Cintas’ request, Service Provider shall provide Cintas with the results of any audit by or on behalf of Service Provider performed that assesses the effectiveness of Service Provider’s information security program as relevant to the security and confidentiality of Personal Data shared during the course of the Agreement, which may include, without limitation, all of the following, as applicable: Service Provider’s latest Payment Card Industry (PCI) Compliance Report, Statement on Standards for Attestation Engagements (SSAE) No. 18 audit reports for Reporting on Controls at a Service Organization, Service Organization Controls (SOC) Type 1, 2, or 3 audit reports, and any reports relating to its ISO/IEC 27001 certification. Service Provider will promptly address any issues, concerns, or exceptions noted in the audit reports with the development and implementation of a corrective action plan by Service Provider’s management.
Audits and Assessments. Where Data Protection Laws afford Company an audit or assessment right, Company (or its appointed representative) may carry out an audit or assessment of ZEBEDEE’s policies, procedures, and records relevant to the Processing of Company Personal Data. Any audit or assessment must be: (i) conducted during XXXXXXX’s regular business hours; (ii) with reasonable advance notice to ZEBEDEE; (iii) carried out in a manner that prevents unnecessary disruption to XXXXXXX’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit or assessment is carried out at the direction of a government authority having proper jurisdiction.
Audits and Assessments. CareOregon may at its own expense perform annual audits, focusing on compliance with data security measures. Contractor shall provide requested documentation or material within 45 days and address any findings in a timely manner. At Contractor’s request and agreed to by CareOregon, upon, a documented security or risk assessment performed by contractor or by contractor’s designated representative may be substituted for a CareOregon audit.
Audits and Assessments. Each of Metso Canada Buyer Metso US Seller shall promptly notify the other in writing within 10 days from its (or its affiliates') receipt of notice of any pending or threatened federal, state or local Tax audits or assessments of, or with respect to, any tax item of Metso US for which Metso US Seller is responsible under this Agreement. In the case of any tax audit or administrative or court proceeding for any taxable period ending on or prior to the Closing Date that relates to any Tax of Metso US for which Metso US Seller is responsible under this Section 1.3, Metso US Seller shall have the right to control the conduct and disposition of such audit or proceeding and to employ counsel of its choice at its expense and Metso Canada Buyer shall have the right to consult with Metso US Seller during such audit or proceeding at its own expense; provided that Metso US Seller shall not dispose of any such audit or proceeding in a manner that would purport to bind Metso US for taxable periods ending after the Closing Date without the prior written consent of Metso Canada Buyer, which consent shall not be unreasonably withheld. In the case of any tax audit or administrative or court proceeding for any taxable period beginning before the Closing Date and ending after the Closing Date that relates to any Tax for which Metso US Seller is responsible under this Section 1.3, Metso Canada Buyer shall have the right to control such audit or proceeding, provided that Metso Canada Buyer shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would result in a claim for indemnification against Metso US Seller pursuant to this agreement without the prior written consent of Metso US Seller, which consent shall not be unreasonably withheld. Metso Canada Buyer shall cooperate fully, and cause Metso US to cooperate fully, with Metso US Seller and its counsel in the defense against or compromise of any claim in any proceeding controlled by Metso US Seller pursuant to this Section 1.3.7.
Audits and Assessments. Each of the Purchaser and the Seller shall promptly notify the other in writing within 10 days from its (or its affiliates') receipt of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments of, or with respect to any Tax Item of the Company for which the Seller is responsible under this Agreement. In the case of any tax audit or administrative or court proceeding for any taxable period ending on or prior to the Closing Date that relates to any Tax of the Company for which the Seller is responsible under this Section 4.4, the Seller shall have the right to control the conduct and disposition of such audit or proceeding and to employ counsel of its choice at its expense and the Purchaser shall have the right to consult with the Seller during such audit or proceeding at its own expense; provided that the Seller shall not dispose of any such audit or proceeding in a manner that would purport to bind the Company for taxable periods ending after the Closing Date without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. In the case of any tax audit or administrative or court proceeding for any taxable period beginning before the Closing Date and ending after the Closing Date that relates to any Tax for which the Seller is responsible under this Section 4.4, the Purchaser shall have the right to control such audit or proceeding, provided that the Purchaser shall (x) afford the Seller and its tax advisors a reasonable opportunity to participate in the conduct of such audit or proceeding, including, without limitation, the right to participate in conferences with taxing authorities and to submit pertinent material in support of the Seller's position, and (y) shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would result in a claim for indemnification against the Seller pursuant to this agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld. The Purchaser shall cooperate fully, and cause the Company to cooperate fully, with the Seller and its counsel in the defense against or compromise of any claim in any proceeding controlled by the Seller pursuant to this Section 4.4(l).
Audits and Assessments. Supplier shall conduct periodical self-evaluations to ensure conformity to legal and regulatory requirements, the content of the Code and customer contractual requirements related to social and environmental responsibility.
Audits and Assessments. The supplier shall allow the Ametek EMC or its authorized representative, to perform audits of the supplier’s facilities, systems, documentation and other requirements related to this agreement. Audits will be scheduled within a reasonable amount of time at mutually agreed dates and times. Ametek EMC respects the supplier’s intellectual property and may agree upon confidentially agreements / non- disclosure agreements as applicable.
Audits and Assessments. Zoom will conduct third-party audits and assessments in accordance with Section 10.1 and 10.2 of this Addendum.
