Audits and Regulatory Examinations Sample Clauses

Audits and Regulatory Examinations. (a) Program Manager agrees to: (i) submit to any audit or examination of Program Manager’s facilities, records, and personnel regarding the Program which may be required by any auditing function of Bank or any Regulatory Authority or System with audit and examination authority over Bank, to the fullest extent required by such Regulatory Authority or System; (ii) promptly provide to Bank any information that may be required by any auditor, Regulatory Authority or System in connection with their audit or review of Bank or the Program(s) and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any audit or review; and (iii) promptly provide such other information as Bank, System or any Regulatory Authority may from time to time reasonably request with respect to the financial condition of Program Manager. Bank may, upon ten (10) Business Days prior written notice, require an annual operational audit of Program Manager’s operations to be performed during normal business hours by Bank or a third party designated by Bank. *** Confidential Treatment Requested Bank shall be responsible for all costs and expenses associated any inspection, audit or examination conducted pursuant to this subsection (a). In the event that any audit or examination under this Section 7.3(a) is initiated or required by any Regulatory Authority or System, Bank and Program Manager will each be responsible for 50% of all third-party costs and expenses associated with any such audit or examination. In the event that any audit or examination under this Section 7.3(a) is initiated by Bank and is not required by any Regulatory Authority or System, Bank will be responsible for all costs and expenses associated with any such audit or examination; provided, however, that if such audit or examination is being conducted as a result of a Material Adverse Change with respect to Program Manager, Program Manager will be responsible for all costs and expenses associated any such audit or examination. (b) Bank agrees to (i) promptly provide Program Manager any information that may be required by any auditor, Regulatory Authority or System in connection with any inquiry directed to Program Manager, or their audit or review of Program Manager and reasonably cooperate with such auditor, Regulatory Authority or System in connection with such any inquiry, audit or review; and (ii) promptly provide such other information as Program Manager may from time to time reasona...
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Audits and Regulatory Examinations. During the term of the Agreement, State Street shall provide to the Company and to its internal and external auditors, inspectors, regulators and other authorized representatives of the Company access to the investment accounting books and records and locations where it performs services for the purpose of conducting financial, operational, or regulatory audits. Such audits shall be conducted at the Company’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during State Street’s regular business hours and upon advance notice to State Street and, except as otherwise agreed to by the parties or for regulatory audits, no more frequently than once a year. Audits will be conducted with representatives of State Street present at all times. The Company’s representatives will comply with all standard safety, confidentiality and security procedures of State Street. In connection with such audits, the Company’s representatives shall not attempt to access, nor will they review, the records of any other clients of State Street and the Company shall conduct the visit/inspection in a manner that will not interfere with State Street’s normal and customary conduct of its business activities, including the provision of services to the Company and to other clients. State Street shall have the right to immediately require the removal of any Company representatives from its premises in the event that their actions, in the reasonable opinion of State Street, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of State Street. State Street may require any persons seeking access to its facilities to provide reasonable evidence of their authority. State Street may also reasonably require any of the Company’s external auditors, inspectors, regulators and other authorized representatives to execute a confidentiality agreement before granting such individuals access to its facilities, and the Company agrees that it will direct its employees and affiliates to comply with the confidentiality obligations set forth in the Agreement before it requests access to State Street facilities. Nothing contained herein shall obligate State Street to provide access to or otherwise disclose: (i) any information that is unrelated to State Street or the Company and the provision of the services under the Agreement; (ii) any informati...
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Related to Audits and Regulatory Examinations

  • Regulatory Examinations The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

  • Eye Examinations All represented employees, who are health service system members, shall be eligible for one (1) annual VDT examination and prescribed eyewear.

  • AUDITS AND EXAMINATIONS 8.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. "Audit" shall mean a comprehensive review of bills for services performed under this Agreement; "Examination" shall mean an inquiry into a specific element of or process related to bills for services performed under this Agreement. Either party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request. The Requesting Party may perform Examinations, as it deems necessary, with the assistance of the other Party, which will not be unreasonably withheld.

  • Medical Examinations An employee may be required by the Employer, at the request of and at the expense of the Employer, to take a medical examination by a physician of the employee's choice. Employees may be required to take skin tests, x-ray examination, vaccination, inoculation and other immunization (with the exception of a rubella vaccination when the employee is of the opinion that a pregnancy is possible), unless the employee's physician has advised in writing that such a procedure may have an adverse affect on the employee's health.

  • Field Examinations On no more than one occasion per every consecutive 24 month period following the most recent field examination date, the Loan Parties will permit, upon reasonable notice, the Administrative Agent to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders); provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct a field examination if as of any date the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct a field examination at the discretion of the Administrative Agent, or shall conduct a field examination at the request of the Required Lenders if (a) the date of the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the field examinations permitted above (A) during any calendar year when Aggregate Availability is at any time less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional field examination shall be permitted at the discretion of the Administrative Agent or the Required Lenders per calendar year and (B) if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations. For purposes of this Section 5.12, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing field examinations shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional field examination per calendar year at their own cost and expense.

  • Health Examinations The Employer shall provide at no cost to the employee, such medical tests, health examinations and surveillance/monitoring as may be required as a condition of employment and/or as a result of regulated hazards encountered after employment.

  • Tax Examinations Abroad 1. A Contracting Party may allow representatives of the competent authority of the other Contracting Party to enter the territory of the first-mentioned Party to interview individuals and examine records with the written consent of the persons concerned. The competent authority of the second-mentioned Party shall notify the competent authority of the first-mentioned Party of the time and place of the meeting with the individuals concerned. 2. At the request of the competent authority of one Contracting Party, the competent authority of the other Contracting Party may allow representatives of the competent authority of the first-mentioned Party to be present at the appropriate part of a tax examination in the second-mentioned Party. 3. If the request referred to in paragraph 2 is acceded to, the competent authority of the Contracting Party conducting the examination shall, as soon as possible, notify the competent authority of the other Party about the time and place of the examination, the authority or official designated to carry out the examination and the procedures and conditions required by the first-mentioned Party for the conduct of the examination. All decisions with respect to the conduct of the tax examination shall be made by the Party conducting the examination.

  • Studies The clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Company or its subsidiaries that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus were and, if still pending, are being conducted in accordance in all material respects with all statutes, laws, rules and regulations, as applicable (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). The descriptions of the results of such studies and tests that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus are accurate and complete in all material respects and fairly present the published data derived from such studies and tests, and each of the Company and its subsidiaries has no knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor its subsidiaries has received any notices or other correspondence from the FDA or any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA with respect to any ongoing clinical or pre-clinical studies or tests requiring the termination or suspension of such studies or tests. For the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval from the FDA or any foreign, state or local governmental body exercising comparable authority.

  • Tax Examinations The IRS has examined (or is foreclosed from examining by applicable statutes) the federal income tax returns of any of the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009 and the appropriate state Governmental Authority in each state in which the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects were required to file state income tax returns has examined (or is foreclosed from examining by applicable statutes) the state income tax returns of any of such Persons with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009. All deficiencies which have been asserted against such Persons as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised in any such examination which, by application of similar principles, reasonably can be expected to result in assertion of a material deficiency for any other year not so examined which has not been reserved for in the financial statements of such Persons to the extent, if any, required by GAAP. No such Person has taken any reporting positions for which it does not have a reasonable basis nor anticipates any further material tax liability with respect to the years which have not been closed pursuant to applicable law.

  • Corporate Examinations and Investigations Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.

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