Operational Audit and/or Security Assessment Sample Clauses

Operational Audit and/or Security Assessment. Sprint and its authorized representatives (including its internal and external auditors) will have the right, no more than once per year, or as required by a Sprint Content Provider to the extent set forth in Section 5(c) [Technical Audit Rights] of Exhibit C (Hosting Service Level Agreement), during reasonable business hours and upon reasonable notice (at least 48 hours), to perform an operational audit and/or security assessment for the purpose of determining Service Provider’s compliance with the Agreement, including with respect to (i) Service Provider’s security, content protection, confidentiality, and privacy practices and standards; disaster recovery capabilities; and fail-over planning with respect to the Services provided hereunder, (ii) any activities directly related to the obligations of Service Provider under the Agreement that may affect Sprint’s internal controls on financial reporting, and (ii) Service Provider’s compliance with applicable laws or regulations in the performance of its obligations under this Fourteenth Amendment. For purposes of such audit, Service Provider will grant Sprint and its representatives all relevant access to Service Provider’s facilities, books, procedures, and records (other than cost information) and all other information required for Sprint to ascertain facts directly relevant to * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Service Provider’s performance and the subject matter of the audit. Service Provider will provide Sprint and its representatives such information and assistance as reasonably requested in order to perform such audits; provided, however, the parties will arrange such assistance in such a way that it does not interfere with the performance of Service Provider’s duties and obligations hereunder and its business generally. Any third parties performing an audit under this subsection must execute a nondisclosure agreement reasonably satisfactory to Service Provider and be escorted by a Sprint representative at any times that they are conducting such audit.
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Operational Audit and/or Security Assessment. Sprint and its authorized representatives (including its internal and external auditors) will have the right, no more than once per quarter [**] of this Schedule Y [**] compliance with applicable laws or regulations and with Schedule Y. For purposes of such audit, Amdocs will grant Sprint and its representatives all relevant access to Amdocs' facilities, books, procedures, and records (other than cost information) and all other information required for Sprint to ascertain facts directly relevant to Amdocs' performance and the subject matter of the audit. Amdocs will provide, and cause Amdocs subcontractors to provide, Sprint and its representatives such information and assistance as reasonably requested in order to perform such audits; provided, however, the parties will arrange such assistance in such a way that it does not interfere with the performance of Amdocs' duties and obligations hereunder and its business generally. Any Third Parties and authorized representatives performing an audit under this subsection must execute a nondisclosure agreement that is at least as restrictive as this Section 12 of Schedule Y and is reasonably satisfactory to Amdocs.
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Related to Operational Audit and/or Security Assessment

  • Environmental Audit If required by the Administrative Agent, reports and other information in form, scope and substance satisfactory to the Administrative Agent and prepared by environmental consultants satisfactory to the Administrative Agent, concerning any environmental hazards or liabilities to which any Credit Party may be subject with respect to such Additional Mortgaged Property; and

  • Report on Assessment of Compliance and Attestation (a) On or before March 1 of each calendar year, commencing in 2007, the Servicer shall:

  • Environmental Audits From time to time, as requested by Lender, at the sole expense of Borrower, Borrower shall provide Lender, or its designee, complete access to all of Borrower's facilities for the purpose of conducting an environmental audit of such facilities as Lender or its designees may deem necessary. Borrower agrees to cooperate with Lender with respect to any environmental audit conducted by Lender or its designee pursuant to this Section 5.10.

  • No Joint Assessment Borrower shall not suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) which constitutes real property with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Property.

  • Financial Audits During the Term and for three years thereafter, upon notice to the BNY Mellon Executive, BNY Mellon shall provide Voya Auditors with access to such records and supporting documentation as may be requested by Voya Auditors to audit and determine if the Fees are accurate and in accordance with the terms and conditions of the Agreement. If such audit reveals that BNY Mellon has overcharged Voya, upon notice of the amount of such overcharge: (1) BNY Mellon shall promptly provide a credit to Voya for the amount of the overcharge; and (2) if the amount of the overcharge is greater than five percent of the amount of Fees that were subject to the audit, BNY Mellon shall promptly reimburse Voya for the reasonable cost and expense of such audit.

  • Environmental Assessment In connection with its surrender of the Premises, Tenant shall submit to Landlord, at least fifteen (15) days prior to the expiration date of this Lease (or in the event of an earlier termination of this Lease, as soon as reasonably possible following such termination), an environmental Assessment of the Premises by a competent and experienced environmental engineer or engineering firm reasonably satisfactory to Landlord (pursuant to a contract approved by Landlord and providing that Landlord can rely on the Environmental Assessment). If such Environmental Assessment reveals that remediation or Clean-up is required under any Environmental Laws that Tenant is responsible for under this Lease, Tenant shall submit a remediation plan prepared by a recognized environmental consultant and shall be responsible for all costs of remediation and Clean-up, as more particularly provided in Section 5.3, above.

  • Financial Audit Vision 21 shall have approved in Vision 21's sole discretion an audit of the Company and the Practice which audit shall have been performed by an accounting firm designated by Vision 21 at the sole expense of Vision 21.

  • Joint Assessment If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive.

  • Environmental Audits and Reports As soon as practicable following receipt thereof, copies of all final environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, Government Authorities or any other Persons, with respect to significant environmental matters at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

  • Annual Assessment of Compliance The Indenture Trustee will:

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