Common use of Certain Audit Rights Clause in Contracts

Certain Audit Rights. (a) The Parties acknowledge and agree that the Service Recipient receiving Services under any of the Exhibits hereto may require that the Service Provider providing Services under such Exhibit perform an audit or such other review, with respect to the Services covered by such Exhibits, that is sufficient to allow such Service Recipient to demonstrate compliance with the requirements set forth in Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“404 Audit”), if required (it being understood that nothing in this Section 8.3(a) shall impose any obligation or requirement whatsoever by either Party to comply with SOX 404 beyond such Party’s obligations or requirements, if any, pursuant to applicable law or regulation). Such Service Recipient shall provide the affected Service Provider with reasonable advance notice of such 404 Audit (if required), taking into consideration the Services being reviewed and the required scope of review. Such Service Recipient and Service Provider shall then promptly meet to discuss the scope of review required. The Service Recipient will have final decision-making authority regarding the scope of review (if required), provided that such Service Recipient and Service Provider will cooperate and act reasonably to minimize disruption to, and effort by, Service Provider, as well as to minimize the costs and expenses of such 404 Audit. Promptly upon completion of such discussions regarding scope of review, the affected Service Provider and Service Recipient or Parties shall agree upon and execute a statement of work for such audit. All Parties involved in any 404 Audit will act reasonably to minimize delays in connection with any such discussions, statements of work and actual 404 Audits.

Certain Audit Rights. (a) The Parties acknowledge and agree that the a Service Recipient Party receiving Services under any of the Exhibits hereto may require that the Service Provider Party providing Services under such Exhibit perform an audit or such other review, with respect to the Services covered by such Exhibits, that is sufficient to allow such Service Recipient Party to demonstrate compliance with the requirements set forth in Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“404 Audit”), if required (it being understood that nothing in this Section 8.3(a) shall impose any obligation or requirement whatsoever by either any Party to comply with SOX 404 beyond such Party’s obligations or requirements, if any, pursuant to applicable law or regulation). Such Service Recipient Party shall provide the affected Service Provider Party with reasonable advance notice of such 404 Audit (if required), taking into consideration the Services being reviewed and the required scope of review. Such Service Recipient Party and Service Provider Party shall then promptly meet to discuss the scope of review required. The Service Recipient Party will have final decision-making authority regarding the scope of review (if required), provided that (i) such Service Recipient Party and Service Provider Party will cooperate and act reasonably to minimize disruption to, and effort by, Service ProviderProvider Party, as well as to minimize the costs and expenses of such 404 Audit; and (ii) the Parties shall cooperate to consolidate, to the extent applicable, 404 Audits required by multiple Service Recipient Parties whenever reasonably practicable. Promptly upon completion of such discussions regarding scope of review, the affected Service Provider Party and Service Recipient Party or Parties shall agree upon and execute a statement of work for such audit. All Parties involved in any 404 Audit will act reasonably to minimize delays in connection with any such discussions, statements of work and actual 404 Audits.