Common use of Control Rules Clause in Contracts

Control Rules. Without limiting the generality of the foregoing, Manager will provide, or cause its auditor to provide, Lessee and its internal and external auditors with all descriptions of Controls, tests of Controls, audit reports and any other information that Lessee or its auditor deem appropriate or necessary to enable Lessee and its auditor to fulfill their legal obligations under the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes Oxley Act of 2002; related rules and regulations of the Securities and Exchange Commission, including Regulation S-X; the rules, regulations and listing standards of the NASDAQ Stock Exchange; the rules, regulations and standards of the Public Company Accounting Oversight Board; and any other financial control or disclosure requirement imposed by law on public companies, as such legal requirements may be amended or modified from time to time (the “Control Rules”). (a) Manager will assist Lessee to comply with the Control Rules by, without limitation, (i) documenting Controls; (ii) documenting regular internal assessments to test whether Controls are operating effectively; (iii) cooperating with Lessee and its auditors in connection with testing the effectiveness of such Controls; (iv) advising Lessee in advance of any significant proposed change in such Controls and procedures; (v) issuing such interim or annual certifications as Lessee may reasonable request pursuant to Section 15.5; (vi) implementing the additional or alternative Controls that Lessee from time to time requires; and (vii) correcting any material weakness or significant deficiency as defined by the Control Rules or any other deficiency that would prevent Lessee from complying with the Control Rules. (b) Lessee and its auditor will further be entitled to conduct audits and tests of Controls at the hotels and Manager’s offices in order to obtain any additional evidence of effective internal control that Lessee or its auditor deem appropriate or necessary. Manager will grant reasonable access by Lessee and its auditor to employees, facilities, data, records, systems, controls, processes and procedures in connection with any such audit.

Control Rules. Without limiting the generality of the foregoing, Manager will provide, or cause its auditor to provide, Lessee and its internal and external auditors with all descriptions of Controls, tests of Controls, audit reports and any other information that Lessee or its auditor deem appropriate or necessary to enable Lessee and its auditor to fulfill their legal obligations under the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes Oxley Act of 2002; related rules and regulations of the Securities and Exchange Commission, including Regulation S-X; the rules, regulations and listing standards of the NASDAQ American Stock Exchange; the rules, regulations and standards of the Public Company Accounting Oversight Board; and any other financial control or disclosure requirement imposed by law on public companies, as such legal requirements may be amended or modified from time to time (the “Control Rules”). (a) Manager will assist Lessee to comply with the Control Rules by, without limitation, (i) documenting Controls; (ii) documenting regular internal assessments to test whether Controls are operating effectively; (iii) cooperating with Lessee and its auditors in connection with testing the effectiveness of such Controls; (iv) advising Lessee in advance of any significant proposed change in such Controls and procedures; (v) issuing such interim or annual certifications as Lessee may reasonable request pursuant to Section 15.5; (vi) implementing the additional or alternative Controls that Lessee from time to time requires; and (vii) correcting any material weakness or significant deficiency as defined by the Control Rules or any other deficiency that would prevent Lessee from complying with the Control Rules. (b) Lessee and its auditor will further be entitled to conduct audits and tests of Controls at the hotels and Manager’s offices in order to obtain any additional evidence of effective internal control that Lessee or its auditor deem appropriate or necessary. Manager will grant reasonable access by Lessee and its auditor to employees, facilities, data, records, systems, controls, processes and procedures in connection with any such audit.

Control Rules. Without limiting the generality of the foregoing, Manager will provide, or cause its auditor to provide, Lessee and its internal and external auditors with all descriptions of Controls, tests of Controls, audit reports and any other information that Lessee or its auditor deem appropriate or necessary to enable Lessee and its auditor to fulfill their legal obligations under the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes Oxley Act of 2002; related rules and regulations of the Securities and Exchange Commission, including Regulation S-X; the rules, regulations and listing standards of the NASDAQ Stock Exchange; the rules, regulations and standards of the Public Company Accounting Oversight Board; and any other financial control or disclosure requirement imposed by law on public companies, as such legal requirements may be amended or modified from time to time (the “Control Rules”). (a) Manager will assist Lessee to comply with the Control Rules by, without limitation, (i) documenting Controls; (ii) documenting regular internal assessments to test whether Controls are operating effectively; (iii) cooperating with Lessee and its auditors in connection with testing the effectiveness of such Controls; (iv) advising Lessee in advance of any significant proposed change in such Controls and procedures; (v) issuing such interim or annual certifications as Lessee may reasonable request pursuant to Section 15.5; (vi) implementing the additional or alternative Controls that Lessee from time to time requires; and (vii) correcting any material weakness or significant deficiency as defined by the Control Rules or any other deficiency that would prevent Lessee from complying with the Control Rules.. 8477886-v2\WASDMS 35 (b) Lessee and its auditor will further be entitled to conduct audits and tests of Controls at the hotels and Manager’s offices in order to obtain any additional evidence of effective internal control that Lessee or its auditor deem appropriate or necessary. Manager will grant reasonable access by Lessee and its auditor to employees, facilities, data, records, systems, controls, processes and procedures in connection with any such audit.

Control Rules. Without limiting the generality of the foregoingforegoing and subject to this Section and the confidentiality provisions of this Agreement, Manager Service Provider will provide, or cause its auditor to provide, Lessee Customer and its internal and external auditors with all descriptions of Controlscontrols, tests of Controlscontrols, audit reports and any other information that Lessee Customer or its auditor deem appropriate or necessary to enable Lessee Customer and its auditor to fulfill their legal obligations under the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes Oxley Act of 2002; related rules and regulations of the Securities and Exchange Commission, including Regulation S-X; the rules, regulations and listing standards of the NASDAQ Nasdaq Stock Exchange; the rules, regulations and standards of the Public Company Accounting Oversight Board; and any other financial control or disclosure requirement imposed by law on public companies, as such legal requirements may be amended or modified from time to time (the “"Control Rules”"). (a) Manager 14.12.1 Service Provider will assist Lessee Customer to comply with the Control Rules by, without limitation, (i) documenting placing in operation as of the Commencement Date and thereafter maintaining the internal controls and procedures related to the Services and described in the Statement of Work (the “Customer Controls”); (ii) documenting such internal controls and procedures; (iii) conducting regular internal assessments to test whether Controls internal controls and procedures are operating effectively; , (iiiiv) cooperating with Lessee Customer and its auditors auditor in connection with testing the effectiveness of such Controlscontrols and procedures; (iv) Service Provider advising Lessee Customer in advance of any significant proposed change in such Controls controls and procedures; (vvi) issuing such interim or annual certifications as Lessee Customer may reasonable reasonably request pursuant to Section 15.514.10; (vivii) implementing the additional or alternative Controls controls that Lessee Customer has in place or from time to time requiresrequires (or such superior controls as Service Provider may from time to time recommend, and Customer may approve in its sole discretion); and (viiviii) correcting any material weakness or significant deficiency exception as defined by the Control Rules or any other deficiency that would prevent Lessee Customer from complying with the Control Rules. 14.12.2 Upon Customer's request, but not more than once per year and at a time or with an effective date of preparation appropriate to allow Customer to meet its legal compliance requirements, Service Provider will cause its auditor to provide Customer and its auditor with a SOC 1 SSAE 16/ISAE 3402 audit report described in the Statement of Work on internal controls placed in operation and tests of operating effectiveness of those controls for Service Provider, Service Provider Group Members and any Subcontractors (bthe “Service Provider SSAE 16 Report”). Service Provider will solicit in a timely manner and consider in good faith Customer’s opinions in connection with (i) Lessee Service Provider’s selection of such auditor, (ii) the nature, timing and extent of tests of control to be conducted, and (iii) the coverage and format of such reports. Service Provider will provide Customer and its auditor with the Service Provider SSAE 16 Reports contemplated under this Section at actual cost and without any markup. Prior to initiating such audit, Service Provider will obtain Customer's approval of such cost. Service Provider will use every reasonable effort to minimize such preparation costs. 14.12.3 Customer may require that Service Provider provide Customer and its auditor, at a time and with an effective date of preparation appropriate to allow Customer to meet its legal compliance requirements, with a SOC 1 SSAE 16/ISAE 3402 audit report on any or all of the Customer Controls described in the Statement of Work (the “Customer Specific SSAE 16 Report”). Customer will be entitled to (i) review and approve Service Provider’s selection of the auditor, (ii) specify the nature, timing and extent of tests of controls to be conducted, (iii) define the coverage and format of such reports and (iv) review and approve the Service Provider’s fee arrangement with the auditor. Customer will pay or reimburse Service Provider for the reasonable, actual cost of preparing any such Customer Specific SSAE 16 Report. Service Provider will use every reasonable effort to minimize such preparation costs. 14.12.4 If any report or audit contemplated under this Section reveals a material weakness or exception in the internal controls placed in operation at Service Provider, or any Service Provider Group Member or Subcontractor, or otherwise at Customer’s request, Service Provider will promptly take such corrective action as Customer and its auditor may require. Service Provider will perform the corrective action at no additional charge to Customer, unless such action (i) will result in material cost increases to Service Provider above and beyond those necessary to effect changes affecting Service Provider's other customers and operations general and (ii) is unique to the Customer’s industry, in which case Service Provider shall apportion such costs among all such affected customers in the Customer’s industry. Costs specific to Customer's unique compliance measures will be determined and compensated in accordance with the Change Control Procedures. 14.12.5 With ten (10) days notice (unless shorter notice is required by exigent circumstances), Customer and its auditor will further be entitled to conduct audits and tests of Controls control at the hotels and Manager’s offices Service Provider Service Locations in order to obtain any additional evidence of effective internal control that Lessee Customer or its auditor deem appropriate or necessary. Manager Service Provider will grant grant, and cause Service Provider Group Members and Subcontractors to grant, reasonable access by Lessee Customer and its auditor to employees, facilities, data, records, systems, controls, processes and procedures in connection with any such audit.