Operational Audits. During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of DIR Data, (ii) examine the systems that process, store, support, and transmit that data (including system capacity, performance, and utilization), (iii) examine the internal controls (e.g., financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery, and back-up practices and procedures, (iv) examine Successful Respondent’s performance of the Services, (v) verify Successful Respondent’s reported performance against the applicable Service Levels, (vi) examine Successful Respondent’s measurement, monitoring, and management tools, and (vii) enable DIR and the DIR Customers to meet applicable legal, regulatory and contractual requirements. Successful Respondent shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, including installing and operating audit software, (2) make requested Successful Respondent Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Successful Respondent shall, upon D...
Operational Audits. During the Audit Period (as defined in Section 9.12(a), Supplier shall, and shall cause its Subcontractors and suppliers to, provide to Hercules (and internal and external auditors, inspectors, regulators and other representatives that Hercules may designate from time to time), including customers, vendors, licensees and other third parties to the extent Hercules or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of Hercules Data, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the internal controls (e.g., financial controls, human resource controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls) and the security, disaster recovery and back-up practices and procedures; (iv) examine Supplier’s performance of the Services; (v) verify Supplier’s reported performance against the applicable Service Levels; and (vi) examine Supplier’s measurement, monitoring and management tools. Supplier shall (i) provide any assistance reasonably requested by Hercules or its designee in conducting any such audit, including installing and operating audit software, (ii) make requested personnel, records and information available to Hercules or its designee, and (iii) in all cases, provide such assistance, personnel, records and information in an THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. expeditious manner to facilitate the timely completion of such audit. If an audit reveals a non-trivial breach of this Agreement, Supplier shall promptly reimburse Hercules for the actual cost of such audit.
Operational Audits. Upon Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that ACS has breached any of its obligations hereunder and such breach has exposed, or in Symetra’s reasonable judgment, is likely to expose, Symetra to financial or other liabilities in excess of [***], ACS shall allow Symetra and/or any independent Third Party selected by Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to by the Parties, to perform operational and/or security audits with respect to ACS’ performance of its obligations hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. ACS shall grant, and shall cause its Subcontractors to grant, Symetra and its Third Party representatives full and complete access to ACS’ and its Subcontractors’ facilities (including, without limitation, the Symetra-specific network and systems environments so that vulnerability and penetration assessments can be performed) and all books, records and other documents of ACS and its Subcontractors as they relate to this Agreement, or as they may be required in order for Symetra to ascertain any facts relative to ACS’ performance hereunder. ACS shall provide Symetra, or its authorized Third Party representatives, such information and assistance as requested in order to perform such audits; provided, however, that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with ACS’ performance of the Services. If any audit reveals a material inadequacy or deficiency in ACS’ performance, the cost of such audit, up to a cap of [***], shall be borne by ACS. ACS shall incorporate this paragraph verbatim into any Agreement into which it enters with any Subcontractor providing Services under this Agreement.
Operational Audits. (a) During the Audit Period, Successful Respondent shall provide to DIR and DIR Customers (and internal and external auditors, inspectors, regulators, and other representatives that DIR or DIR Customers may designate from time to time, including customers, vendors, licensees, and other third parties to the extent DIR or the DIR Customers are legally or contractually obligated to submit to audits by such Entities), and the State Auditor's Office and any successor governmental authorities (collectively, "DIR Auditors"), provided any such external customers, vendors, licensees and other third parties agree to protect Successful Respondent’s Confidential Information subject to applicable public information laws, access at reasonable hours, and upon reasonable notice to Successful Respondent Personnel, to the facilities at or from which Services are then being provided and to Successful Respondent records and other pertinent information, all to the extent relevant to the Services and Successful Respondent’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections to:
Operational Audits. Upon reasonable advance notice (which shall be no longer than 48 hours), during the Audit Period, Supplier shall provide to Customer (and internal and external auditors, inspectors, regulators and other representatives authorized by Customer that Customer may designate from time to time (collectively, “Customer Auditors”), access at reasonable business NCR and Jabil Confidential 45330990v.3 00016226.0 hours and at Customer’s expense, to Supplier Personnel, to the facilities at or from which Services are then being provided and to [*****], all to the extent relevant to the Services and Supplier’s obligations under this Agreement. Such access shall not be withheld for audits concerning Customer’s adherence to regulatory requirements and Supplier’s adherence to Legal Requirements. Such access shall be provided for the purpose of performing audits and inspections to (i) verify the integrity of Customer Data, (ii) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), (iii) examine the [*****] and the security, disaster recovery and back-up practices and procedures, (iv) examine Supplier’s performance of the Services, (v) verify Supplier’s reported performance against the applicable Service Levels, (vi) examine Supplier’s measurement, monitoring and management tools and (vii) enable Customer to meet applicable legal, regulatory and contractual requirements. Supplier shall (1) provide any assistance reasonably requested by Customer Auditors in conducting any such audit, including installing and operating audit software, (2) make requested personnel, records and information available to Customer Auditors and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If an audit reveals a material breach of this Agreement then, without limiting Customer’s other remedies under this Agreement Supplier shall promptly reimburse Customer for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier shall [*****]; provide to Customer Auditors access at reasonable hours to Supplier Personnel and to Contract Records [*****] to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, (ii) [*****]. If any such audit reveals an overcharge by Supplier, and Supplier does not successfu...
Operational Audits. (a) Annual key risk review of main financial systems in support of external audit opinion;
Operational Audits. If any abnormality is found in the performance of the labor obligations, ENEL shall be entitled to perform operational audits at any premises of the Supplier and/or its subcontractors, who shall perform the required actions to facilitate the task of the personnel appointed by ENEL.
Operational Audits. The Parties will agree on a mutually acceptable audit plan for each Supplier Facility that provides Services to multiple Eligible Recipients with respect to audits performed by such Eligible Recipients (e.g., coordinate audits by multiple Eligible Recipients). During the Audit Period, Supplier shall, and shall cause its Subcontractors to, provide to Ascension Health (and internal and external auditors, inspectors, regulators and other representatives that Ascension Health may designate from time to time, including third parties to the extent any Eligible Recipient is legally or contractually obligated to submit to audits by such entities that relate to the Services (collectively, “Permitted Auditors”)) access at reasonable hours to Supplier Personnel, to Systems used by Supplier, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent information, all to the extent relevant to the Services, usage of Third Party Software and Ascension Health Data and Supplier’s obligations under this Agreement, including Supplier’s obligations with respect to an applicable disaster recovery/business continuity plan. If an audit is performed to determine whether deficiencies identified in a prior audit have been remediated, and the results of such audit reflect that such deficiencies have not been remediated, Supplier shall promptly reimburse Ascension Health for the [**] of such audit attributable to the failed area and any [**] to verify that such breach has been corrected. ASCENSION HEALTH CONFIDENTIAL MPSA Page 28
Operational Audits. The Parties acknowledge and agree that the JVC shall permit one or more duly authorized representative of each Party, upon reasonable advance written notice to the JVC and during regular business hours, to access and audit the JVC’s (and any contractor of JVC involved in product manufacture, research and development) operations, the records and documents relating thereto to ensure compliance with the each Plan and Budget and Semi-annual Plan and Budget and Applicable Laws (including for purposes of conducting internal audits prior to an inspection by a Regulatory Authority) in connection with the development and commercialization of the JVC Products (including manufacturing thereof). The JVC shall record, respond and address all observations of the applicable Party. Each Party shall conduct the foregoing operational audit at its own costs.
Operational Audits. Vendor shall provide to TXUED (and internal and external auditors, inspectors, governmental bodies, regulators and other representatives that TXUED may designate) access at reasonable hours to Vendor Personnel, to the facilities at or from which Services are or have been provided, to Contract Records and other pertinent information, all to the extent related to the performance of the Services and Vendor’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of TXUED and its businesses, including to (i) verify the integrity of TXUED Data, (ii) examine the Systems that process, store, support and transmit that data, (iii) examine controls (e.g., organizational controls, input/output controls, System modification controls, processing controls, System design controls and access controls) and security, disaster recovery and back-up practices and procedures, (iv) examine Vendor’s performance of the Services, (v) verify Vendor’s reported performance against this Agreement (including the applicable Service Levels), (vi) examine Vendor’s measurement, monitoring, management and reporting tools and (vii) enable TXUED to meet applicable legal, regulatory and contractual requirements and installing and operating Software that assists TXUED (and TXUED’s internal and external auditors, inspectors, governmental bodies, regulators and other representatives) in performing its audit, in each case to the extent affected by or applicable to the Services. Vendor shall provide any assistance reasonably requested by TXUED or its designee(s) in conducting any such audit, including providing electronic access to TXUED Data and Vendor’s data that directly pertains to the Services and Vendor’s obligations under this Agreement. If an audit reveals a material breach of this Agreement, Vendor shall promptly reimburse TXUED for the actual cost of such audit. AMENDED AND RESTATED MASTER AGREEMENT
