Information and Audits. 6.1. Upon Customer’s written request, and subject to the confidentiality obligations set forth in the Agreement, Whimsical shall make available to Customer information related to Whimsical’s compliance with its security policies and procedures under this Addendum. Customer may only use such information to confirm Whimsical’s compliance with this Addendum and to assist Customer with complying with its obligations under Data Protection Legislation. If no such information is available at the time of Customer’s request, Xxxxxxxxx xxxx allow audits as set forth below.
6.2. Customer may conduct, either itself or through a third party independent contractor selected by Customer at Customer’s expense, an on-site or off-site audit and review of Whimsical’s architecture, systems, infrastructure and procedures used in connection with the Services that Process Customer’s Personal Information. Customer must provide Whimsical with a proposed audit plan at least 30 days in advance of the audit, after which Customer and Whimsical shall discuss in good faith and finalize the audit plan prior to commencement of audit activities. Such audits may be conducted up to one time per year unless additional audits are required by Data Protection Legislation or by any supervisory authority with authority to request same from Customer. Each party will bear its own costs in relation to the audit, unless Whimsical informs Customer that Whimsical expects to incur additional charges or fees in the performance of the audit that are not covered by the fees payable under the Agreement, for example for professional services. The parties will negotiate in good faith with respect to any such charges or fees.
6.3. Upon Whimsical’s request, after conducting an audit, Customer must notify Whimsical of the manner in which Whimsical does not comply with any of the security, confidentiality or privacy obligations herein, if applicable. Upon such notice and agreement of the parties, Xxxxxxxxx xxxx use commercially reasonable efforts to make any necessary changes to ensure compliance with its obligations.
6.4. Audits described in Section 6.2 of this Addendum will be conducted during reasonable times and will be of reasonable duration and will not unreasonably interfere with Whimsical’s day-to-day operations. If Customer conducts an audit through a third-party independent contractor, such independent contractor must be approved by Whimsical (such approval not to be unreasonably withheld) and will be req...
Information and Audits. Com Laude shall maintain written records of all categories of processing activities carried out on behalf of Client. Com Laude shall also make available to Client such information as is reasonably necessary to demonstrate Com Laude’s compliance with its obligations under the Data Protection Laws and shall allow for and contribute to audits, including inspections, by Client (or another independent auditor appointed by Client), subject to Client:
a. giving Com Laude reasonable prior notice of such information request, audit and/or inspection being required by Client;
b. agreeing to any necessary security and confidentiality controls with Com Laude, and ensuring that all information obtained or generated by Client or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential;
c. ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to Com Xxxxx’s business; and
d. paying Com Xxxxx’s reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits. If the Standard Contractual Clauses (“SCCs”) apply to your agreement, nothing in this clause is intended to vary or modify such SCCs.
Information and Audits. So long as any portion of the Aggregate Cash Consideration remains outstanding, the Purchaser shall provide NeoGen with Quarterly statements of Technology Revenue and any other information required to calculate the Fixed Payments and Revenue Payments. NeoGen may require any such statement and information to be audited by the Purchaser’s auditors (provided such auditors are acceptable to NeoGen, acting reasonably, for this purpose, and if not so acceptable, by a mutually acceptable regionally or nationally recognized accounting firm that is independent of the parties; and if NeoGen and the Purchaser cannot agree on such a firm, Price Waterhouse Coopers shall be the auditor for this purpose so long as such firm continues to be reasonably independent of the parties). If NeoGen requires an audit, NeoGen shall pay the costs thereof if the audit confirms the aggregate of the Fixed Payments and Revenue Payments in question is an amount not more than 7% greater than the amount calculated by the Purchaser; if the audit determines that the aggregate of such Fixed Payments and Revenue Payments is an amount more than 7% greater than the amount calculated by the Purchaser, the Purchaser shall pay the costs thereof.
Information and Audits. Upon Track’s prior written request, Client shall promptly provide Track and/or its agents with remote and/or physical access during normal business hours to Client Facilities and any other location reasonably related to Client’s access or use of the Services, along with all records, documents, policies and procedures relating to the Services, for purposes of enabling Track and/or its agents to determine compliance with the terms of this Agreement. Client hereby consents to and will not prohibit the installation of any monitoring or auditing tools on Client’s hardware and software to verify such compliance. If Track learns that Client has exceeded any use restrictions or is otherwise not in compliance with this Agreement, then Client shall promptly pay to Track the then current list price for any overage, if any, from the first date of such overage, plus a ten percent (10.0%) surcharge, and the reasonable costs of conducting the foregoing determination and any subsequent determinations for the purpose of verifying the resolution of such issues.
Information and Audits. Upon TravelNet’s prior written request, Client shall promptly provide TravelNet and/or its agents with remote and/or physical access during normal business hours to Facilities and any other location reasonably related to Client’s access or use of the Services, along with all records, documents, policies and procedures relating to the Services and Deliverables, for purposes of enabling TravelNet and/or its agents to determine compliance with the terms of this Agreement. If Client is determined to not be in compliance with this Agreement, then Client shall promptly pay to TravelNet the reasonable costs of conducting the foregoing determination and any subsequent determinations for the purpose of verifying the resolution of such issues.
Information and Audits. So long as any portion of the Aggregate Cash Consideration remains outstanding, the Purchaser shall provide NeoGen with Quarterly statements of Revenue and a copy of its annual audit. The parties acknowledge and agree that the covenant not to compete as outlined in Sections 6.2(a) and (b) of the Agreement is terminated and 6.3 is deleted in its entirety. HTG and NeoGen agree to continue to collaborate on the following grants and follow-up Phase II grants that are on-going: Phase I AI51921 NIAID grant and the Phase II grant that will be applied for after the Phase I is finished; Phase II grant, if received by NeoGen, which is the follow-up of the Phase I HD 44142 grant; Phase II of the apoptosis grant, which is the follow-up of CA96382. Except as specifically set forth in this Amendment, all provision of the Agreement remain in full force and effect. AMENDMENT TO ASSET PURCHASE AGREEMENT
Information and Audits a. The Processor shall, at the request of Controller, provide all information necessary to demonstrate its compliance with the Data Protection Rules and with its obligations as stated under this DPA.
b. In addition, upon reasonable notice by Controller, the Processor shall free of charge allow for and contribute to audits, including inspections, conducted during normal business hours by or on behalf of Controller. If such an audit demonstrates that the Processor has breached any of its obligations under this DPA, it shall immediately rectify that breach.
Information and Audits. (a) Subject to Section 3.1(d), Emera shall have the right to receive from Nalcor:
(i) the progress reports regarding the MFP, the LTA and the LIL provided to the NL JDC;
(ii) periodic reports regarding the MFP, the LTA and the LIL filed by Nalcor, the Partnership or Affiliates of Nalcor with the PUB; and
(iii) for calculating Capital Costs of the Transmission Assets, a calculation (with any necessary explanatory information) of the Estimated Capital Costs of:
(A) the LTA; and
(B) the LIL, at LIL Sanction.
(b) Nalcor shall have the right to receive from Emera a calculation (with any necessary explanatory information) of the then-current Estimated Capital Costs of the ML at LIL Sanction.
(c) The General Partner shall provide to Emera NL a copy of any written communication sent to any Limited Partner.
Information and Audits. 5.1 Subject to Clauses 5.2 and 5.4, the Carrier shall make available to the Merchant upon request all reasonable information necessary to demonstrate its compliance with this Agreement and shall allow for and contribute to audits and inspections conducted by the Merchant (or the relevant controller(s)) or another auditor specified by the Merchant.
5.2 The Merchant shall ensure that all requests for information or to exercise a right of audit or inspection under Clause 5.1 are reasonable and are provided to Carrier in writing with no fewer than 60 days’ notice. Any such audit or inspection shall be strictly limited to auditing the Carrier’s compliance with this Agreement and shall be undertaken at the Merchant’s sole expense, during working hours and subject to any reasonable conditions the Carrier may impose to prevent disruption to Carrier’s operations and business. The Merchant shall ensure that a written report is produced with the findings of any audit or inspection and that a copy of this report is promptly provided to the Carrier. Any information obtained or received shall only be used or disclosed to the extent strictly necessary to assess the Carrier’s compliance with this Agreement and not for any other purpose.
5.3 The Carrier shall immediately inform the Merchant if, in its opinion, an instruction from the Merchant with regard to Clause 5.1 infringes Applicable Data Protection Laws.
5.4 The Merchant shall reimburse the Carrier promptly on demand for any and all reasonable expenses the Carrier may incur in connection with any request for information or any audit or inspections under Clauses 5.1 to 5.3. The indemnity in Clauses 3.9 to 3.10 shall apply in respect of any breach by the Merchant (or the Merchant’s personnel or auditors) of the conditions in Clause 5.2.
Information and Audits. 8.1 Subject to Clauses 8.2 and 8.4, the Parties shall make available to each other upon request all reasonable information necessary to demonstrate its compliance with this Agreement and shall allow for and contribute to audits and inspections conducted by the other Party (or the relevant controller(s)) or another auditor specified by the other Party.
8.2 The Parties shall ensure that all requests for information or to exercise a right of audit or inspection under Clause 8.1 are reasonable and are provided to the other Parties in writing with no fewer than 60 days’ notice. Any such audit or inspection shall be strictly limited to auditing the other Party’s compliance with this Agreement and shall be undertaken at the requesting Party’s sole expense, during working hours and subject to any reasonable conditions the other Party may impose to prevent disruption to the other Party’s operations and business. The requesting Party shall ensure that a written report is produced with the findings of any audit or inspection and that a copy of this report is promptly provided to the other Party. Any information obtained or received shall only be used or disclosed to the extent strictly necessary to assess the other Party’s compliance with this Agreement and not for any other purpose.
8.3 The Parties shall immediately inform each other if, in its opinion, an instruction from the other Party with regard to Clause 8.1 infringes Applicable Data Protection Laws.
8.4 The Vendor shall reimburse OOCL promptly on demand for any and all reasonable expenses OOCL may incur in connection with any request for information or any audit or inspections under Clauses 8.1 to 8.3. The indemnity in Clause 4.10 and 5.9 to 5.10 (as the case may be) shall apply in respect of any breach by the Vendor (or the Vendor’s personnel or auditors) of the conditions in Clause 8.2.
