General Audit Rights Sample Clauses

General Audit Rights. 17.2.1 With respect to each Service Schedule: (i) The Provider shall, from time to time, but in any event no more than twice in any 12-month period (subject to the exception in Section 17.2.1(ii)), during regular business hours and upon reasonable notice, permit the Recipient or its representatives to perform audits of the Provider’s (and to the extent commercially reasonable, its Third Party Suppliers’) facilities, equipment, books and records (electronic or otherwise), operational systems, employees, contractors, subcontractors, and such other audits as may be necessary to ensure the Provider’s and its Third Party Suppliers’ compliance with the terms and conditions of this MSA and the relevant Service Schedules, as well as Regulation and to ensure the Provider’s financial and operational viability, including but not limited to the Provider’s internal controls, pre-engagement employee screening, information and other security, business resumption, continuity, recovery, Service Level compliance, and contingency plans. (ii) If an audit conducted pursuant to Section 17.2.1 (i) reveals any non-compliance or other deficiencies relating to risks to the Provider’s systems and facilities which could result in the unauthorized destruction, loss, alteration, disclosure of or access to the Recipient’s Confidential Information, then a senior technology executive of the Provider shall promptly meet with a representative of the Recipient to discuss the matter, and the Provider shall promptly take action to remedy the non-compliance or deficiencies and/or resolve the matters addressed by the qualification(s) so that any deficiencies that caused the qualified opinion to be issued are remedied to the Recipient’s reasonable satisfaction (including with respect to the timeline of the remediation). Notwithstanding the limitation on the number of audits in Section 17.2.1(i), the Provider shall permit the Recipient to perform an audit solely to the extent necessary to confirm that any non-compliance or deficiencies identified in an audit conducted pursuant to Section 17.2.1(i) have been remedied.

General Audit Rights. Recipient shall have the right to have the books and records of Provider that relate to the Services provided under this Agreement reviewed quarterly by its internal audit staff, or its external auditors (provided that any person that is a member of such audit staff or auditors participating in the audit must first sign a confidentiality agreement containing the same provisions of Article 13). Recipient shall be solely responsible for the costs and expenses of any such audit. In the event of such audit, Provider shall provide Recipient's auditors reasonable access to all relevant books, records and personnel during normal business hours. In the event an audit reveals an overcharge or undercharge, the Party who, based on the results of the audit, owes money to the other Party shall have a reasonable time to review the documents that provide the basis for the conclusions reached by the audit. After such a review, to the extent such Party does not dispute the conclusions of the audit, such Party shall pay the other Party the undisputed amounts owed. The disputed amounts, if any, may be resolved pursuant to Article 15.

General Audit Rights. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 5 (License Conditions), Section 15 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 18 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall cease using the Software at the request of Sandvine or pay Sandvine the applicable license fees. End User’s refusal to provide requested information and/or cooperate with an audit shall be deemed to be a material breach of this Agreement. End User acknowledges and agrees that Xxxxxxxx’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.

General Audit Rights. Magnet Forensics reserves the right to investigate suspected violations of this Agreement. Magnet Forensics shall be permitted to audit Your usage of the Software (not to exceed once annually and in accordance with Magnet Forensics standard procedures, which may include on-site and/or remote audit). You shall co-operate in the conduct of such audits. If an audit reveals (i) that You underpaid license fees and/or support services fees to Magnet Forensics; and/or (ii) that You have used the Software more than the Users/Instances stated in Your Order, You shall pay Magnet Forensics in accordance with section 3.4 herein.

General Audit Rights. Section 16.2 No Audit Rights for Telecommunication.................................... 19 Section 16.3 Recipient Responsible for Third Party Electronic Interfaces.............. 20 Section 16.4 Subcontracting........................................................... 20 Section 16.5 Assignment............................................................... 20 Section 16.6

General Audit Rights. Lender, its accountants, auditors, representatives and any federal, state or local governmental or quasi-governmental officials with regulatory authority over Lender or Lender’s affiliates shall have the absolute right, at Lender’s expense, with reasonable notice, at any time during or after the term of this Agreement: (a) to audit, examine, and/or copy all books, records, documents, other writings, information, whether in hard copies, electronic form or otherwise, relating to services to be provided by Program Manager under this Agreement, at the location(s) where Program Manager maintains such books, records, documents, writings and information; and (b) to conduct such other examinations, tests or investigations with respect to the services to be provided under this Agreement as Lender may deem necessary or desirable in Lender’s sole and absolute discretion, it being acknowledged and agreed by Program Manager that Lender shall have full and unrestricted rights of access at any time during normal business hours.

General Audit Rights. Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided

General Audit Rights. Each Party and its Affiliates (collectively, the “Audited Party”) shall continue to share with the other Party and its Affiliates (collectively, the “Auditing Party”), in each case to the extent shared prior to the Effective Date, the results of audits conducted on behalf of the Audited Party (such as SOC1, SOC2, ROC audits and audits performed by such Audited Party’s internal audit function). Prior to conducting an audit, the Auditing Party shall in good faith consider whether the audits previously provided by the Audited Party reasonably satisfy the Auditing Party’s requirements regarding (i) Applicable Law binding upon the Auditing Party in connection with the Program or (ii) demonstration of compliance by the Audited Party with its obligations pursuant to this Agreement. A Party may choose to rely on such audits or, may, from time to time during the Term, at its sole cost, discretion and expense and upon thirty (30) days’ prior notice (or such longer notice period as 82 may be required by contract between the Audited Party and its Service Provider) to the other Party (or to the extent such audit is necessary to comply with Applicable Law or any requirement or request of a Governmental Authority, such shorter period of time as is reasonably practicable under the circumstances), conduct an audit of (i) the financial and operational records that are under the control and/or direction of the Audited Party and relate to the Program (and any records that relate to the Program and other matters shall only be provided to the extent that Program-related information can be reasonably segregated so that non-Program-related information is not delivered); and/or (ii) the operations of the Audited Party, including (subject to Section 12.2(b) hereof) any Service Provider to ensure such Party’s compliance with its obligations under this Agreement; provided, however, that any such audit shall only be permitted at times and in a manner that does not unreasonably interfere with the other Party’s normal business operations, including that any such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the Auditing Party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable efforts to facilitate the Auditing Party’s review, including making reasonably ...

General Audit Rights. (a) GKASH, the relevant Acquirers and Operator, and/or their internal and external auditors and advisers shall have the right to fully access, at all reasonable times and upon prior reasonable notice to the Merchant, to obtain information in relation to this Agreement which includes, but is not limited to, systems, database, accounts, documents and records relating to the Merchant’s operating practices and procedures to the extent relevant to this Agreement. Upon GKASH’s request, the Merchant shall also disclose and provide to GKASH details of any of its personnel, agents and/or third party service providers who utilise the Payment Schemes on the Merchant’s behalf. The Merchant irrevocably consents and allows GKASH to disclose the results of any audit findings and/or information to the Acquirer(s), Operator(s) and/or any government agencies or entities. (b) In cases of audits initiated by any government agencies or entities (such as BNM) having authority over the subject matter of this Agreement or any Party hereto, the Merchant shall give such government agencies or entities and their respective personnel (including internal and external auditors and advisers) full and timely access to all relevant accounts, documents, system logs and records in order to allow GKASH and/or the Acquirer to meet the request and /or deadlines set by such authorities or entities. (c) The Merchant shall be responsible for all costs incurred in relation to any audit and investigation (including any remedial action) undertaken under this Clause 8.3. (d) lf the audit establishes any deficiencies, the Merchant shall: (i) promptly take any remedial action as required by GKASH, the Acquirer or Operator or as instructed by the government agencies or entities to rectify any particular problems or weaknesses arising out of the findings of the audit; and (ii) provide to GKASH and/or the Acquirer all documentation related to resolution of such deficiencies and the corrective actions implemented to prevent reoccurrence of the deficiencies. (e) The Merchant acknowledges that GKASH, in its role as a third party merchant acquirer, is responsible to submit to the Acquirers and/or Operators (as the case may be) reports and information within a period of time as is indicated in the respective Standards, which relates to but is not limited to the Questionable Merchant Audit Program (QMAP), Global Merchant Audit Program (GMAP), Excessive Chargeback Programme (ECP), requirements imposed by the Off...

General Audit Rights. Both parties agree that the amounts charged by Provider hereunder for the time period commencing on the Effective Date and terminating on October 31, 2003, have been paid in full by the Recipient, are final, and shall not be subject to further audit or adjustment by either party. Recipient shall have the right to have the books and records of Provider that relate to any of the fees and expenses charged to Recipient hereunder or to any of the Services (except those covered by the fixed fee set forth in Article 4 hereunder) provided under this Agreement reviewed quarterly by its internal audit staff, or its external auditors (provided that any person that is a member of such audit staff or auditors participating in the audit must first sign a confidentiality agreement containing the same provisions as Article 13 of this Agreement). Recipient shall be solely responsible for the costs and expenses of any such audit, but not for any costs and expenses incurred by Provider either internally or to third parties in connection with such audit. In the event of such audit, Provider shall provide Recipient’s auditors reasonable access to all relevant books, records and personnel during normal business hours. In the event an audit reveals an overcharge or undercharge, the Party who, based on the results of the audit, owes money to the other Party shall have a reasonable time to review the documents that provide the basis for the conclusions reached by the audit. After such a review, to the extent such Party does not dispute the conclusions of the audit, such Party shall pay the other Party the undisputed amounts owed. The disputed amounts, if any, maybe resolved pursuant to Article 15.