Common use of Operational Audits Clause in Contracts

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. During the Audit Period (as defined in Section 9.12(a9.10(a)), Supplier shall, and shall cause its Affiliates and, subject to Section 9.11(a), its Subcontractors and suppliers to, provide to Hercules New Century (and internal and external auditors, inspectors, regulators and other representatives that Hercules New Century may designate from time to time), including customers, vendors, licensees and other third parties to the extent Hercules New Century or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable during normal business hours to appropriate Supplier Personnel, to the facilities at or from which Services are then being provided and to Supplier records and other pertinent informationinformation (excluding internal audit reports generated by Supplier, all but including disclosure of any finding, recommendation or conclusion in such audit reports relating to non-compliance with Supplier’s obligations under this Agreement), only 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 inspections, to (i) verify the integrity of Hercules New Century Data, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the adequacy of and compliance with 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; and (vii) enable New Century and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent relevant to the Services and Supplier’s performance of its obligations under this Agreement. Supplier shall use commercially reasonable efforts to (i) provide any assistance reasonably requested by Hercules New Century or its designee in conducting any such audit, including installing and operating audit software, (ii) make requested personnel, records and information available to Hercules New Century 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 As between the Parties, New Century shall be responsible for any auditor’s fees and costs associated with such audit, unless the audit reveals a non-trivial significant breach of this Agreement, in which case Supplier shall promptly reimburse Hercules New Century for the such reasonable and actual cost of such auditfees and costs.

Operational Audits. During the Audit Period (as defined in Section 9.12(a)Period, Supplier shall, and (upon ABM’s reasonable request) shall cause its Subcontractors and suppliers to, provide to Hercules ABM (and internal and external auditors, inspectors, regulators and other representatives that Hercules ABM may designate from time to time), including customers, vendors, licensees and other third parties to the extent Hercules ABM 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 Contract Records and other pertinent information, all to the extent relevant to performance of the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of Hercules ABM Data, in accordance with the terms of this Agreement, (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, in accordance with the terms of this Agreement; (v) verify Supplier’s reported performance against the applicable Service Levels; and (vi) examine the accuracy of Supplier’s measurement, monitoring and management tools; and (vii) enable ABM and the Eligible Recipients to meet applicable legal and regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent applicable to the Services performed by Supplier and/or the variable charges for such services. Supplier shall (i) provide any assistance reasonably requested by Hercules ABM or its designee in conducting any such audit, including installing and operating audit softwaresoftware during the Term and any Termination Assistance Services period, (ii) make requested personnelpersonnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to Hercules ABM 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.ABM/IBM Proprietary Information

Operational Audits. During the Audit Period (as defined in Section 9.12(a)Period, Supplier and upon reasonable prior notice, Service Provider shall, and shall cause its Subcontractors and suppliers to, provide to Hercules Allegheny (and internal and external auditors, inspectors, regulators and other representatives that Hercules Allegheny may designate from time to time), including customers, vendors, licensees and other third parties to the extent Hercules Allegheny or the Eligible Recipients are legally or contractually obligated to submit to audits by such entities) access at reasonable hours to Supplier Service Provider Personnel, to the facilities at or from which Services are then being provided and to Supplier Service Provider records and other pertinent information, all to the extent relevant to the Services and SupplierService Provider’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of Hercules Allegheny Data, (ii) examine the systems that process, store, support and transmit that data, (iii) examine the internal controls (e.g., financial controlsinformation technology, human resource procurement, and/or inventory management 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 SupplierService Provider’s performance of the Services; , (v) verify SupplierService Provider’s reported performance against the applicable Service Levels; and , (vi) examine SupplierService Provider’s measurement, monitoring and management tools, and (vii) enable Allegheny and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including those associated with the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent applicable to the Services. Supplier Service Provider shall (i1) provide any assistance reasonably requested by Hercules Allegheny or its designee in conducting any such audit, including installing and operating audit softwaresoftware (subject to each non-governmental auditor’s compliance with Service Provider’s reasonable security rules and procedures communicated in advance and applicable to other parties accessing Service Provider’s systems), (ii2) make requested personnel, records and information available to Hercules Allegheny or its designee, and (iii3) 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 AgreementAgreement that is material relative to the scope of the audit, Supplier Service Provider shall promptly reimburse Hercules Allegheny for the actual cost of such auditaudit and any damages, fees, fines, or penalties assessed against or incurred by Allegheny as a result thereof.

Operational Audits. During the Audit Period Term and for a period of thirty-six (as defined in Section 9.12(a36) months after the end of any Termination Assistance Services period (the "AUDIT PERIOD"), Supplier Provider shall, and shall cause its Subcontractors and suppliers to, provide to Hercules Xxxxxxxx (and internal and external auditors, inspectors, regulators and other representatives that Hercules Xxxxxxxx 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 Provider Personnel, to the facilities at or from which Services are then being provided and to Supplier Provider records and other pertinent information, all to the extent relevant to the Services and Supplier’s Provider's obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of Xxxxxxxx and its businesses, to (i) verify the integrity of Hercules Xxxxxxxx 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 (including physical and logical information technology security), disaster recovery and back-up practices and procedures; (iv) examine Supplier’s Provider's performance of the Services; (v) verify Supplier’s Provider's reported performance against the applicable Service Levels; and (vi) examine Supplier’s Provider's measurement, monitoring and management tools; and (vii) enable Xxxxxxxx and the Eligible Recipients to meet applicable legal, regulatory and contractual requirements (including the Xxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Accounting Oversight Board), in each case to the extent applicable to the Services. Supplier Provider shall during the Audit Period (iA) provide any assistance reasonably requested by Hercules Xxxxxxxx or its designee in conducting any such audit, including installing and operating audit software, (iiB) make requested personnelpersonnel (to the extent still employed by Provider), records and information available to Hercules Xxxxxxxx or its designee, and (iiiC) 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 Provider shall reimburse Xxxxxxxx for the actual cost of any follow on audit conducted by Xxxxxxxx to confirm that an issue identified in a previous audit reveals has been appropriately corrected or resolved. In addition, if Xxxxxxxx suspects a non-trivial breach of this Agreement, Supplier and Provider does not present sufficient evidence to Xxxxxxxx that such non-trivial breach does not exist or has been appropriately corrected or resolved, and if Final Confidential and Proprietary Information of IBM and Xxxxxxxx Xxxxxxxx subsequently conducts an audit and confirms the existence of such non-trivial breach, then Provider shall promptly reimburse Hercules Xxxxxxxx for the actual cost of such audit.

Operational Audits. During the Audit Period (as defined in Section 9.12(a9.10(a)), Supplier shall, and and, unless expressly approved otherwise by Triad under Section 9.12, shall cause its Subcontractors and suppliers to, provide to Hercules Triad (and internal and external auditors, inspectors, regulators and other representatives that Hercules Triad may designate from time to time), including customers, vendors, [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. licensees and other third parties to the extent Hercules Triad or the Eligible Recipients are legally or contractually obligated to submit to audits by such entitiesentities and provided such representatives shall agree to be subject to Supplier’s reasonable and generally applicable confidentiality and reasonable security requirements) access at reasonable hours to Supplier Personnel, to the facilities Supplier 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 inspections, to (i) verify the integrity of Hercules Triad Data, (ii) examine the systems that process, store, support and transmit that datadata (including system capacity, performance, and utilization), (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; and (vii) [**]. Supplier shall (iA) provide any assistance reasonably requested by Hercules Triad or its designee in conducting any such audit, including installing and operating audit softwaresoftware (to the extent such audit software is not likely to adversely impact Supplier or the performance of the Services), (iiB) make requested personnel, records and information available to Hercules Triad or its designee, and (iiiC) 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. During Upon reasonable advance notice (and no longer than 48 hours), during the Audit Period (as defined in Section 9.12(a)Period, Supplier shall, and shall cause its Subcontractors and suppliers to, will provide to Hercules NCR Voyix (and internal and external auditors, inspectors, regulators and other representatives authorized by NCR Voyix that Hercules NCR Voyix may designate from time to timetime (collectively, “NCR Voyix Auditors”), 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 business hours and at NCR Voyix’s expense, 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 may not be provided withheld for audits concerning NCR Voyix’s compliance with regulatory requirements and Supplier’s compliance with Legal Requirements. Such access is for the purpose of performing audits and inspections to (ia) verify the integrity of Hercules NCR Voyix Data, (iib) examine the systems that process, store, support and transmit that datadata (including system capacity, performance and utilization), (iiic) examine the internal controls (e.g., financial controls, human resource resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, controls and access controls) and the security, disaster recovery recovery, business continuity and back-up practices and procedures; , (ivd) examine Supplier’s performance of the Services; , (v) verify Supplier’s reported performance against the applicable Service Levels; and (vie) examine Supplier’s measurement, monitoring and management toolstools and (f) enable NCR Voyix to meet applicable legal, regulatory and contractual requirements. Supplier shall will (i1) provide any assistance reasonably requested by Hercules or its designee NCR Voyix Auditors in conducting any such audit, including installing and operating audit software, (ii2) make requested personnel, records records, and information available to Hercules or its designee, NCR Voyix Auditors and (iii3) 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 material breach of this Agreement, then, without limiting NCR Voyix’s other remedies under this Agreement, Supplier will promptly reimburse NCR Voyix for the actual cost of the auditor, including auditor’s fees. During the Audit Period, Supplier will (at all times subject to confidentiality requirements between Supplier and its vendors), pass through to NCR Voyix the same prices invoiced to Supplier by such vendors; provide to NCR Voyix auditors access at reasonable hours to Supplier Personnel and to Contract Records and other pertinent information to conduct financial audits to the extent relevant to the performance of Supplier’s obligations under this Agreement to (i) verify the accuracy and completeness of Contract Records, and (ii) verify the accuracy and completeness of Charges and Out-of-Pocket Expenses. If any such audit reveals an overcharge by Supplier, and Supplier does not successfully dispute the amount questioned by such audit, Supplier will promptly pay to NCR Voyix the amount of such overcharge, and Supplier shall promptly reimburse Hercules NCR Voyix for the actual cost of such auditaudit (including auditors’ fees).

Operational Audits. During the Audit Period (as defined in Section 9.12(a)Period, Supplier shall, and (upon ABM’s reasonable request) shall cause its Subcontractors and suppliers to, provide to Hercules ABM (and internal and external auditors, inspectors, regulators and other representatives that Hercules ABM may designate from time to time), including customers, vendors, licensees and other third parties to the extent Hercules ABM 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 Contract Records and other pertinent information, all to the extent relevant to performance of the Services and Supplier’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections inspections, to (i) verify the integrity of Hercules ABM Data, in accordance with the terms of this Agreement, (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, in accordance with the terms of this Agreement; (v) verify Supplier’s reported performance against the applicable Service Levels; and (vi) examine the accuracy of Supplier’s measurement, monitoring and management tools; and (vii) enable ABM and the Eligible Recipients to meet applicable legal and regulatory and contractual requirements (including those associated with the Sxxxxxxx-Xxxxx Act of 2002 and the implementing regulations promulgated by the United States Securities and Exchange Commission and Public Company Accounting Oversight Board), in each case to the extent applicable to the Services performed by Supplier and/or the variable charges for such services. Supplier shall (i) provide any assistance reasonably requested by Hercules ABM or its designee in conducting any such audit, including installing and operating audit softwaresoftware during the Term and any Termination Assistance Services period, (ii) make requested personnelpersonnel (to the extent still employed by Supplier or its applicable Affiliate or Subcontractor), records and information available to Hercules ABM 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.