Company Audit. Transfer Agent shall, upon reasonable written notice and at mutually agreed times, allow a Company, its auditors and/or its regulators, to inspect, examine, test and audit (each, an “Audit”) Transfer Agent’s operations, procedures and business records that are relevant to the Services provided hereunder by Transfer Agent. Notwithstanding the foregoing, Transfer Agent may, in its sole discretion, prohibit a Company from entering certain areas of its facilities for security reasons, in which case Transfer Agent will provide the Company with alternative access to the records, documents, other information or personnel in such restricted area, to the extent reasonably possible. Transfer Agent shall cooperate reasonably and in good faith with the Company’s auditors to ensure a prompt and accurate Audit. Each Company acknowledges that Transfer Agent may require any such auditors and/or regulators of the Company to agree to confidentiality provisions relating to Transfer Agent’s proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Each Company agrees to compensate Transfer Agent for all reasonable out of pocket expenses incurred in connection with any Audit, and also agrees to compensate Transfer Agent, in accordance with the Transfer Agent fee schedule in effect at the time such Audit, for the time of each Transfer Agent employee required to assist such Audit; provided, however, that in no event shall the Company be charged for the time incurred by Transfer Agent’s Relationship Management employees required to assist such Audit.
Company Audit. At the request of the City, every three (3) years commencing at the end of the third calendar year of the term of this Franchise, the Company shall conduct an internal audit, in accordance with the Company’s auditing principles and policies that are applicable to electric and gas utilities that are developed in accordance with the Institute of Internal Auditors, to investigate and determine the correctness of the Franchise Fees paid to the City. Such audit shall be limited to the previous three (3) calendar years. Within a reasonable period of time after the audit, the Company shall provide a written report to the city clerk summarizing the testing procedures followed along with any potential findings.
Company Audit. Where Customer Hosting applies, the Company may, once per Agreement Year (during Agreement Term and after renewal) and upon giving one week’s written notice, inspect, audit, and analyse, Authorised User, computing and other records of Customer relating to the use of PeoplesHR Software to verify compliance with this Agreement. The audit may be conducted by the Company or a third party appointed by the Company who has entered a written confidentiality agreement with the Company, which covers the Customer’s Confidential Information. Customer shall provide cooperation and assistance, as may be requested by or on behalf of the Company with respect to such audit. If the audit determines that Customer is found to be non-compliant with this Agreement, Customer shall within thirty (30) days of written notification of the audit results take all reasonable steps to rectify the said non-compliance.
Company Audit. Agent shall, upon at least thirty (30) days written notice, no more frequently than once per year, and at mutually agreed dates and times, allow Clients, their auditors and/or their regulators, to inspect, examine, and audit (each, an "Audit") Agent's operations, procedures and business records that are relevant to the Services provided hereunder by Agent (collectively, "Records''), solely to determine Agent's compliance with this Agreement, and only to the extent that such Records were not included within the scope of the SSAE 16, AT 101, or equivalent audit conducted for Agent within the previous calendar year. Notwithstanding the foregoing, Agent may, in its sole discretion, prohibit Clients from entering certain areas of its facilities for security reasons, in which case Agent will provide Clients with alternative access to the Records, information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Further, Clients agree that any Audit includes the right of Clients to inspect Records on- site at Agent's office, but not the right to copy Records. Clients will provide Agent with a written Scope of Work including a mutually agreed level of detail, at least 10 business days in advance of commencement of an Audit. Agent shall cooperate reasonably and in good faith with Clients' internal or external auditors to ensure a prompt and accurate Audit. In addition, Agent shall address within a reasonable time period and in the manner determined by Agent any practices found to be non-compliant with this Agreement after receipt of a Client Audit report. Clients acknowledge that Agent may require any such auditors and/or regulators of Clients to agree to written confidentiality provisions relating to Agent's proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Clients agree to compensate Agent for all out of pocket expenses incurred in connection with any Audit, and also agrees to compensate Agent, in accordance with the Agent fee schedule in effect at the time such Audit, for the time of each Agent employee required to assist such Audit; provided, however, that in no event shall Clients be charged for the time incurred by Agent's Relationship Management employees required to assist such Audit."
(c) Exhibit D for each Client, as amended, is hereby deleted in its entirety and replaced with the attached revised Exhibit D.
Company Audit. The Company shall have delivered to Buyer the Company Audited Financial Statements with an unqualified opinion of Xxxx Xxxxx on such Company Audited Financial Statements.
Company Audit. Company shall perform an Annual Compliance Audit to validate all laws and regulations bound by the rules set for by NACHA. Additionally, Bank may request for the Annual Compliance Audit observations and completion attestation at any time and Company shall provide such document in a timely manner, or ACH services may be temporary or permanently suspended by Bank without prior notice.
Company Audit. Where Data Protection Laws afford Company an audit right, Company (or its appointed representative) may carry out an audit of Service Provider’s policies, procedures, and records relevant to the Processing of Company Personal Data. Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with forty-five (45) days advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction. Any such audit shall be subject to Service Provider’s security and confidentiality terms and guidelines, and conducted by a mutually agreed upon third party law firm bound by confidentiality rules in order to safeguard Service Provider's obligations to other customers, intellectual property, and trade secrets. In the event that Service Provider and Company cannot agree upon a third-party law firm, the largest law firm on the most recent Am Law 100 list published by American Lawyer (xxx.xxx) that agrees to accept the work and has not conducted business with either Service Provider or Company in the preceding 12 months shall be chosen. Company shall be responsible for any costs arising from such audit.
Company Audit. The Company shall have received from Ernst & Young and delivered to Buyer an unqualified audit report with respect to an independent audit of the Company Interim Balance Sheet and Company Interim Financial Statements (the “Audit”).
Company Audit. Upon at least 30 days’ advance written request by Company, at mutually agreed times and subject to Brightcove’s reasonable audit guidelines, Brightcove shall provide to Company, its authorized representatives and/or independent inspection body designated by Company: (a) reasonable access to records of Brightcove’s Processing of Personal Data; and (b) reasonable assistance and cooperation of Brightcove’s relevant staff for the purpose of auditing Brightcove’s compliance with its obligations under this DPA. Brightcove reserves the right to restrict access to its proprietary information, including but not limited to its network architecture, internal and external test procedures, test results and remediation plans. Company will use best efforts to minimize disruption to Brightcove Services and Brightcove’s business operations. Company further agrees that: (W) personnel (or designated third parties) performing said audits will be bound by the confidentiality obligations set forth in the Agreement; (X) all findings will be deemed Brightcove’s Confidential Information; (Y) Company will share all findings with Brightcove; and (Z) Brightcove will classify and remediate all findings in accordance with Brightcove’s risk management program. Company is limited to one audit in any 12-month period, except (i) if and as required by a competent data protection authority; or (ii) Company believes a further audit is necessary as a result of a Personal Data Breach relating to Brightcove Services.
Company Audit. The Company shall take all necessary action to complete in a timely manner an audit of the Company and its consolidated Subsidiaries for the year ended December 31, 2005.
