Audits by Client Sample Clauses

Audits by Client. Client shall have the right make reasonable requests to review Xxxxx’s security measures prior to the commencement of the Services and thereafter on an annual basis during the term of this Agreement. Such annual review may include an onsite audit, conducted by qualified personnel, in order to verify Marco’ compliance with this Agreement, provided that nothing in this Agreement will be deemed to permit Client or any third party to access Marco’s systems. The dates of any onsite audit shall be mutually agreed upon by the Parties. Client shall be responsible for the entire cost of any audit or information request. Xxxxx may charge Client on a time-and-materials basis at the then-current standard time and materials rate for Client audits and requests for information based on the length and detail of the audit/information requested. No such audit may include activities that might result in downtime or unavailability of Xxxxx’s IT environment. Xxxxx reserves the right to restrict Client’s access to certain information if, in Xxxxx’s sole discretion, that information may compromise Xxxxx’s security measures.
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Audits by Client. (a) At Client's request, but not more often than once per year, each of Xxxxx Systems and Cambridge Technology will allow Client or its designated representatives to audit such party's accounting books and records to the extent necessary to verify such party's charges to Client for the preceding 12-month period. In the case of Statements of Work and Task Orders performed by a party on a fixed-price basis, however, the audit will be limited to the party's Pass-Through Expenses and Reimbursable Expenses. Xxxxx Systems or Cambridge Technology, as the case may be, will cooperate with, and comply with all reasonable requests from, Client or its designated representatives in connection with such audit. Prior to conducting such audit, Client's designated representatives will execute and deliver to the party to be audited a confidential information agreement containing terms reasonably acceptable to such party. (b) Upon completion of any such audit, Client and Xxxxx Systems or Cambridge Technology, as the case may be, will review the audit report together and work in good faith to agree upon (i) any adjustment of charges to Client (including any credit or reimbursement of any overpayment by Client) and (ii) any appropriate adjustments to such party's billing practices. If any such audit discloses overpayments that in the aggregate equal five percent or more of the amounts that were actually due, as shown by the audit (or, in the case of audits of Pass-Through Expenses and Reimbursable Expenses in connection with fixed-price Statements of Work or Task Orders, five percent or more of such expenses that were actually due, as shown by the audit), then the audited party will reimburse Client for the costs of the audit.
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Audits by Client. 30 6.11 Benchmarking.................................................... 30 6.12
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Audits by Client. CLIENT shall be entitled to audit all areas on the BIP facility relevant for the contracted service during normal business hours. CLIENT shall give BIP at least [***] prior written notice on its audit. One routine audit with mutually agreed upon timing and schedule is permitted per year. The audit team should consist of not more than [***]. Should in a given year no manufacture of Product take place no audit shall be conducted. BIP allows CLIENT to observe operations related to Product manufacturing and testing provided BIP’s other customer’s confidentiality is respected. A written response including expected time lines for corrective actions to all audit findings that require corrective actions will be provided by BIP following receipt of the audit report.
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Audits by Client. Client shall have the right make reasonable requests to review Marco’s security measures prior to the commencement of the Services and thereafter on an annual basis during the term of this Agreement. Such annual review may include an onsite audit, conducted by qualified personnel, in order to verify Marco’ compliance with this Agreement, provided that nothing in this Agreement will be deemed to permit Client or any third party to access Marco’s systems. The dates of any onsite audit shall be mutually agreed upon by the Parties. Client shall be responsible for the entire cost of any audit or information request. Marco may charge Client on a time-and-materials basis at the then-current standard time and materials rate for Client audits and requests for information based on the length and detail of the audit/information requested. No such audit may include activities that might result in downtime or unavailability of Marco’s IT environment. Marco reserves the right to restrict Client’s access to certain information if, in Marco’s sole discretion, that information may compromise Marco’s security measures.
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Audits by Client. Client shall have the right to review XXXXXXXX’s security measures prior to the commencement of the Services and thereafter on an annual basis during the term of this Agreement. Such annual review may include an onsite audit, conducted by qualified personnel, of DALECHEK’s data centers in order to inspect the Hosting Environment to verify DALECHEK’s compliance with this Agreement. The dates of any onsite audit shall be mutually agreed upon by the Parties. Client shall be responsible for the entire cost of any onsite audit. DALECHEK may charge Client on a time-and-materials basis at the then-current standard time and materials rate for Client audits and requests for information based on the length and detail of the audit/information requested. No such audit may include activities that might result in “downtime” or unavailability for the Hosting Environment. Any “downtime” or unavailability as a result of any audit by Client shall not count as downtime for purposes of any Managed Services Agreement and shall not be a breach of this Agreement or any Managed Services Agreement by DALECHEK.
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Audits by Client. During the term of this Agreement, representatives of Client who are not competitors of Veranex and are bound by obligations of confidentiality protecting any Confidential Information disclosed, shall be permitted to examine the following materials, at a reasonable time during normal business hours, for routine audits once per each twelve (12) month period and only upon written notice to Veranex of at least sixty (60) days: (a) the facilities where Services are being conducted; (b) documentation directly related to the Services performed under this Agreement; and (c) information needed to demonstrate the Services are being performed in compliance with this Agreement, and applicable laws, rules, and regulations. Notwithstanding the above, for cause audits may be conducted upon ten (10) days prior written notice.
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Audits by Client. Client shall have the right to review Consultant’s security measures prior to the commencement of the Services.
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Audits by Client 
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Related to Audits by Client

  • Reports by the Company (a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (XXXXX), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03. (b) Delivery of reports, information and documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee is under no duty to examine any such reports, information or documents delivered to the Trustee or filed with the Commission via XXXXX to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall have no responsibility or duty whatsoever to ascertain or determine whether the above referenced filings with the Commission on XXXXX (or any successor system) has occurred.

  • Reports by Issuer (a) The Issuer shall: (i) file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Indenture Trustee and the Commission in accordance with the rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section (a) and by the rules and regulations prescribed from time to time by the Commission. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall correspond to the Trust Fiscal Year.

  • Limitations on Suits by Securityholders No Holder of any Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

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