Common use of Availability of Information and Records; Audit Clause in Contracts

Availability of Information and Records; Audit. (a) Subject to Article VII, GWB shall, or shall cause its Subsidiaries to, (i) make available, subject to Applicable Law and on a timely basis, to each Service Provider all information reasonably requested by such Service Provider to enable such Service Provider to provide any of the applicable Services and (ii) provide such Service Provider with reasonable access to the applicable Service Recipient’s premises and systems to the extent necessary for purposes of providing the applicable Services. (b) During the term of this Agreement with respect to any particular Service, in the event that a Service Provider is required to maintain Service Records under Applicable Law, it shall maintain such Service Records in compliance with Applicable Law in respect of the Service provided. NAB shall, or shall cause its Subsidiaries to, make available, subject to Applicable Law and within 30 days of receipt of any Service Recipient’s request or such shorter period as may be required by Applicable Law, access to all available Service Records relating to the provisions of any Services to a Service Recipient. (c) Upon reasonable advance notice, GWB shall have the right, at its sole cost and expense, to review and audit NAB’s compliance with this Agreement and the systems and procedures employed by any Service Provider in providing the Services. GWB shall not be entitled to conduct more than one audit during any twelve consecutive month period, except for audits in response to requests by a Governmental Authority or, to the extent relevant to any internal investigation, internal or external audit, GWB’s General Counsel or any committee of the board of directors of GWB. Any audit conducted pursuant to this Section 2.7(c) shall be conducted during normal business hours, shall employ reasonable procedures and methods as necessary and appropriate in the circumstances and shall not unreasonably interfere with relevant Service Provider’s normal business operations. NAB shall use its commercially reasonable efforts, and cause each Service Provider to use commercially reasonable efforts, to facilitate any audit conducted by GWB pursuant to this Section 2.7(c); provided that nothing shall require NAB or its Subsidiaries to provide any information or records to the extent (i) such provision would be prohibited by contract or Applicable Law or (ii) such information or records are legally privileged. In coordination with GWB, each applicable Service Provider shall use its commercially reasonable efforts to remedy in a commercially reasonable timeframe any material deficiencies determined by any audit conducted pursuant to this Section 2.7(c). Each Party shall bear its own costs with respect to any audits conducted pursuant to this Section 2.7(c).

Availability of Information and Records; Audit. (a) Subject to Article VIIVIII and to Applicable Law, GWB each Service Recipient shall, or shall cause its Subsidiaries to, (i) make available, subject to Applicable Law and on a timely basis, (i) make available to each the applicable Service Provider all information reasonably requested by such Service Provider to enable such Service Provider to provide any of the applicable Services and (ii) provide such Service Provider with reasonable access to the applicable Service Recipient’s premises and systems to the extent necessary for purposes of providing the applicable Services, subject to the Service Provider’s compliance with all policies and procedures, and other reasonable requirements and instructions, communicated by the Service Recipient regarding such access. (b) During the term of this Agreement with respect to any particular Service, in the event that a Service Provider is required to Each Party shall maintain and retain Service Records under Applicable Lawas may be required by, it shall maintain such Service Records and in compliance with with, Applicable Law and the underlying contract in respect of the Service provided. NAB Subject to Applicable Law, the requirements of a Third-Party Contract and the preservation of any evidentiary privilege, if applicable, for the longer of the period of time a Party is required to maintain or retain Service Records as provided by Applicable Law or the underlying contract or the period of time during which Services are provided and one year following termination of such Services, each Service Provider or Service Recipient shall, or shall cause its Subsidiaries to, make available, subject to Applicable Law and within 30 do the following as promptly as practicable but in no event more than thirty (30) days of following receipt of any a reasonable, written request by a Service Recipient’s request Recipient or Service Provider, as applicable, or such shorter period as may be required by Applicable Law, : (i) provide the requesting Party or its designee with access to all available Service Records relating to the provisions provision of any Services to a Service RecipientRecipient or from a Service Provider, as applicable and (ii) respond to the requesting Party’s or its designee’s questions and requests for information regarding the provision of any Services to a Service Recipient or from a Service Provider, as applicable. Each Party’s obligations under this paragraph will survive the termination of this Agreement, if applicable. (c) Upon Following termination of this Agreement, and subject to Section 8.1 of this Agreement, each Party shall have the right to retain an archival copy of any records received under Section 2.7(b) to the extent required by Applicable Law or by reasonable record retention policies of the Service Provider or for the purpose of responding to regulatory requests or intraparty claims or fulfilling its obligations under Section 2.7(b). (d) To the extent (but only to the extent) required by Applicable Law or a Governmental Authority, upon reasonable advance notice, GWB a Service Recipient shall have the right, at its sole cost and expense, right to review and audit NABthe applicable Service Provider’s compliance with this Agreement and the systems and procedures employed by any such Service Provider in providing the Services. GWB shall not be entitled to conduct more than one audit during any twelve consecutive month period, except for audits in response to requests by a Governmental Authority or, to the extent relevant to any internal investigation, internal or external audit, GWB’s General Counsel or any committee of the board of directors of GWB. Any audit conducted pursuant to this Section 2.7(c2.7(d) shall be conducted during normal business hours, shall employ reasonable procedures and methods as necessary and appropriate in the circumstances and shall not unreasonably interfere with the relevant Service Provider’s normal business operations. NAB Each Service Provider shall use its commercially reasonable efforts, and cause each Service Provider to use commercially reasonable efforts, efforts to facilitate any audit conducted by GWB a Service Recipient pursuant to this Section 2.7(c2.7(d); provided that nothing shall require NAB the applicable Service Provider or its Subsidiaries to provide any information or records to the extent (i) such provision would be prohibited by contract or Applicable Law or (ii) such information or records are legally privileged. In coordination with GWBthe Service Recipient, each applicable Service Provider shall use its commercially reasonable efforts to remedy in a commercially reasonable timeframe any material deficiencies determined by any audit conducted pursuant to this Section 2.7(c2.7(d). The Service Provider shall certify in writing to the Service Recipient the corrective action(s) taken and provide such additional information reasonably requested by the Service Recipient regarding such deficiencies and remedies therefor. Each Party shall bear its own costs with respect to any audits conducted pursuant to this Section 2.7(c2.7(d). Each Party’s obligations under this Section 2.7(d) will survive the termination of this Agreement; provided that, for the avoidance of doubt, the review and audit rights provided pursuant to this Section 2.7(d) are only available to the extent (and only to the extent) required by Applicable Law or a Governmental Authority.

Availability of Information and Records; Audit. (a) Subject to Article VIIVIII and to Applicable Law, GWB each Service Recipient shall, or shall cause its Subsidiaries to, (i) make available, subject to Applicable Law and on a timely basis, (i) make available to each the applicable Service Provider all information reasonably requested by such Service Provider to enable such Service Provider to provide any of the applicable Services and (ii) provide such Service Provider with reasonable access to the applicable Service Recipient’s premises and systems to the extent necessary for purposes of providing the applicable Services, subject to the Service Provider’s compliance with all policies and procedures, and other reasonable requirements and instructions, communicated by the Service Recipient regarding such access. (b) During the term of this Agreement with respect to any particular Service, in the event that a Service Provider is required to Each Party shall maintain and retain Service Records under Applicable Lawas may be required by, it shall maintain such Service Records and in compliance with with, Applicable Law and the underlying contract in respect of the Service provided. NAB Subject to Applicable Law, the requirements of a Third-Party Contract and the preservation of any evidentiary privilege, if applicable, for the longer of the period of time a Party is required to maintain or retain Service Records as provided by Applicable Law or the underlying contract or the period of time during which Services are provided and six (6) years following termination of such Services, each Service Provider or Service Recipient shall, or shall cause its Subsidiaries to, make available, subject to Applicable Law and within 30 do the following as promptly as practicable but in no event more than thirty (30) days of following receipt of any a reasonable, written request by a Service Recipient’s request Recipient or Service Provider, as applicable, or such shorter period as may be required by Applicable Law, : (i) provide the requesting Party or its designee with access to all available Service Records relating to the provisions provision of any Services to a Service RecipientRecipient or from a Service Provider, as applicable and (ii) respond to the requesting Party’s or its designee’s questions and requests for information regarding the provision of any Services to a Service Recipient or from a Service Provider, as applicable. Each Party’s obligations under this paragraph will survive the termination of this Agreement, if applicable. (c) Upon Following termination of this Agreement, and subject to Section 8.1 of this Agreement, each Party shall have the right to retain an archival copy of any records received under Section 2.10(b) to the extent required by Applicable Law or by reasonable record retention policies of the Service Provider or for the purpose of responding to regulatory requests or intraparty claims or fulfilling its obligations under Section 2.10(b). (d) To the extent required by Applicable Law or a Governmental Authority, upon reasonable advance notice, GWB a Service Recipient shall have the right, at its sole cost and expense, right to review and audit NABthe applicable Service Provider’s compliance with this Agreement and the systems and procedures employed by any such Service Provider in providing the Services. GWB shall not be entitled to conduct more than one audit during any twelve consecutive month period, except for audits in response to requests by a Governmental Authority or, to the extent relevant to any internal investigation, internal or external audit, GWB’s General Counsel or any committee of the board of directors of GWB. Any audit conducted pursuant to this Section 2.7(c2.10(d) shall be conducted during normal business hours, shall employ reasonable procedures and methods as necessary and appropriate in the circumstances and shall not unreasonably interfere with the relevant Service Provider’s normal business operations. NAB Each Service Provider shall use its commercially reasonable efforts, and cause each Service Provider to use commercially reasonable efforts, efforts to facilitate any audit conducted by GWB a Service Recipient pursuant to this Section 2.7(c2.10(d); provided that nothing shall require NAB the applicable Service Provider or its Subsidiaries to provide any information or records to the extent (i) such provision would be prohibited by contract or Applicable Law or (ii) such information or records are legally privileged. In coordination with GWBthe Service Recipient, each applicable Service Provider shall use its commercially reasonable efforts to remedy in a commercially reasonable timeframe any material deficiencies determined by any audit conducted pursuant to this Section 2.7(c2.10(d). The Service Provider shall certify in writing to the Service Recipient the corrective action(s) taken and provide such additional information reasonably requested by the Service Recipient regarding such deficiencies and remedies therefor. Each Party shall bear its own costs with respect to any audits conducted pursuant to this Section 2.7(c2.10(d). Each Party’s obligations under this Section 2.10(d) will survive the termination of this Agreement; provided that the review and audit rights provided pursuant to this Section 2.10(d) are only available to the extent required by Applicable Law or a Governmental Authority. (e) Each Service Provider or Service Recipient shall, or shall cause its Subsidiaries to, as promptly as reasonably practicable but in no event more than thirty (30) days following receipt of a reasonable, written request by a Service Recipient or Service Provider, as applicable, or such shorter period as may be required by Applicable Law, (i) provide the requesting Party or its designee with access to all available Service Records, including information technology records, relating to the provision of any Service to a Service Recipient or from a Service Provider, as applicable, prior to the Effective Date and (ii) respond to the requesting Party’s or its designee’s questions and requests for information, including with respect to information technology matters, regarding the provision of any Service to a Service Recipient or from a Service Provider, as applicable, prior to the Effective Date, in each case to the extent such Service Records or information are in the applicable Service Provider’s or Service Recipient’s possession or can be reasonably obtained by such Service Provider or Service Recipient without undue burden or expense. Each Party’s obligations under this paragraph will survive the termination of this Agreement, if applicable.