Common use of REGULATORY MATTERS AND AUDIT RIGHTS Clause in Contracts

REGULATORY MATTERS AND AUDIT RIGHTS. General 29.1 Without prejudice to the generality of clause 3.2: 29.1.1 the Service Provider shall comply with all Service Provider Applicable Regulations; and 29.1.2 Aspen may notify the Service Provider: (a) of any Aspen Applicable Regulations it specifically requires the Service Provider to comply with (including any requirements set out in the Performance Metrics to either comply with Aspen Applicable Regulations referenced there or to ensure compliance with Aspen Applicable Regulations by following certain policies or procedures); and/or (b) if it requires compliance with what would otherwise be a Service Provider Applicable Regulation in a Aspen specific way (such specific compliance becoming compliance with a Aspen Applicable Regulation for the purposes of this Agreement and the definition of Service Provider Applicable Regulation). Once any such Aspen Applicable Regulations are identified the Parties will agree how they are to be complied with. For the avoidance of doubt, such notifications under clause 29.1.2 may relate to compliance with Aspen Applicable Regulations in any jurisdictions worldwide in which Aspen or Aspen Affiliates operate or do business from time to time. 29.2 The Service Provider recognises that Aspen and Aspen Affiliates are subject to regulation by (or have regulatory responsibilities in respect of) the regulatory authorities in the jurisdictions in which it operates and that, in particular, Aspen has regulatory responsibilities in respect of: 29.2.1 the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority; 29.2.2 the Financial Conduct Authority, the Prudential Regulation Authority and Lloyd’s of London; 29.2.3 the Bermuda Monetary Authority; 29.2.4 North Dakota Department of Insurance and the Texas Department of Insurance; 29.2.5 the Jersey Financial Services Commission; 29.2.6 the Swiss Financial Market Supervisory Authority; 29.2.7 the Monetary Authority of Singapore; 29.2.8 The Australian Prudential Regulation Authority; 29.2.9 the Central Bank of Ireland; 29.2.10 the Office of the Superintendent of Financial Institutions; 29.2.11 the successor organisations/regulators of each entity listed in clauses 29.2.1 to 29.2.9 from time to time; and 29.2.12 various other relevant governmental agencies or bodies around the world. 29.3 The Service Provider shall make any modifications to the Services as reasonably necessary as a result of changes to Service Provider Applicable Regulations at no extra cost to Aspen. Where the relevant modification is required to address a change in Aspen Applicable Regulations or a change in the applicable regulatory authorities in clause 29.2 the effect on cost and delivery shall be assessed and agreed via the change control procedure set out in clause 15 of this Agreement. 29.4 Subject to clause 23 (Confidentiality) and the applicable terms in clauses 29.5 to 29.14 (External Audits), the Service Provider shall provide such cooperation with all applicable regulatory authorities as may reasonably be requested by Aspen or otherwise required by such authorities and in any event shall cooperate with both Aspen and any regulatory authorities in responding to any enquiries made by such authorities. Such cooperation shall be provided at Aspen's reasonable cost. The Service Provider's obligations under this clause 29.4 shall include: 29.4.1 providing, on request, such assistance as Aspen may reasonably require to prove its compliance with its regulatory requirements in the context of the Services; 29.4.2 providing to Aspen such information and/or documentation as a regulatory authority may request in its supervision of the performance of the Services and it consents to such information and documentation being passed on to the relevant regulatory authority; and 29.4.3 in addition to Xxxxx's own audit rights hereunder, permitting a regulator to carry out audits of Service Provider where such regulator requires the right to do so. 29.5 Aspen (or its nominee) shall be entitled to audit the Service Provider's conformance with its obligations under the Agreement (including to verify the Charges) and the relevant Service Provider's facilities in each case in respect of the Services provided to Aspen and its Affiliates, during business hours up to a maximum of two (2) times per year in aggregate for all audits under this clause (at no charge) on reasonable written notice (which shall, other than in the case of an emergency or regulatory audit, be no less than one (1) month), provided that the audit is carried out subject to clauses 29.6, 29.7 and 29.12; the auditor is not a direct competitor of the Service Provider; and the auditor enters into a confidentiality agreement with Aspen on terms no less onerous than those set out in clause 23 (Confidentiality). For the avoidance of doubt, the audit departments of the "Big 4" accountancy firms are not direct competitors of the Service Provider, provided that they sign a confidentiality agreement with the Service Provider, including the obligation to put in place appropriate ethical walls between their audit departments and those parts of their business which provide business and technology consulting and services, to ensure that all information obtained by their audit department is not disclosed to parts of their business which may compete with the Service Provider. 29.6 The Service Provider shall provide all reasonable co-operation with any audits conducted pursuant to clause 29.5 and Aspen shall use its reasonable endeavours to seek to: 29.6.1 minimise any disruption to the Services; and 29.6.2 consolidate such audits for each aspect of the Services and the Premises, where possible. 29.7 In conducting an audit, Aspen (or its nominee) shall comply with the Service Provider's reasonable security and confidentiality procedures and shall not be permitted to have unsupervised access to the Service Provider's shared facilities and systems. The Service Provider shall be entitled to reasonable relief if there is any disruption to the Services as a direct result of Aspen carrying out an audit. 29.8 Subject to the restrictions in clauses 29.5, 29.6 and 29.7 (other than in relation to the frequency of audits), Aspen (or its nominee) shall be entitled to undertake no more than one (1) further audit in that same year across the Agreement as a whole, (with the Service Provider providing all reasonable co-operation) at its own cost (at the Service Provider's relevant day rate), unless such audits reveal fraud or a breach (other than a minor or cosmetic breach) of the Agreement (including all instances of overcharging), in which case the cost of the audit shall be borne by the Service Provider. 29.9 If, as a result of an audit, it is determined that the Service Provider has overcharged Aspen, Aspen shall notify the Service Provider of the amount of such overcharge and the Service Provider shall promptly, and in any event no later than thirty (30) days from the date of receipt of notice of overcharge, pay to Aspen the amount of the overcharge interest at a rate of [***] until the date of payment to Aspen. 29.10 In the event any such audit by Aspen or its agents reveals an overcharge to Aspen by the Service Provider of [***], the Service Provider shall reimburse Aspen for the cost of such audit in addition to the repayment of the sum plus interest at the rate set out above. 29.11 The Service Provider agrees that the restrictions on the number of audits and the notice period for such audits set out in clause 29.5 will not apply to audits required for legal or regulatory reasons. Such audits shall be conducted at Aspen's cost where the number set out in clause 29.5 has been exceeded. 29.12 If any audit by an auditor designated by Aspen or a regulatory authority having jurisdiction over Aspen results in Aspen being notified that it is not in compliance with any generally accepted accounting principle or audit requirement relating to the Services, then provided that the non- compliance resulted from the Service Provider's default, the Service Provider shall, at its own expense and within the period of time specified by such auditor or regulatory authority, bring the Services into compliance. If the Service Provider fails to bring the Services into compliance within a reasonable time Aspen shall be entitled to terminate this Agreement under clause 18.5.1 on the grounds of the Service Provider's irremediable material breach of contract on the provision of written notice. 29.13 The Service Provider shall maintain and retain in a manner that complies with Good Industry Practice accurate records (including complete financial records of its operations and activities specifically related to the Services) in relation to the provision of the Services provided to Aspen during the Term for seven (7) years after the termination or expiry of the Agreement and make the same available to Aspen and its auditors. 29.14 The Service Provider shall provide all reasonable assistance and information in relation to the conduct of the audit at its own cost. For the avoidance of doubt such information shall not include the provision of any background cost or overhead information or any of the Service Provider internal reports relating to the Services (although the Service Provider shall act reasonably in this regard).

REGULATORY MATTERS AND AUDIT RIGHTS. General 29.1 Without prejudice to the generality of clause 3.2: 29.1.1 the Service Provider shall comply with all Service Provider Applicable Regulations; and 29.1.2 Aspen may notify the Service Provider: (a) of any Aspen Applicable Regulations it specifically requires the Service Provider to comply with (including any requirements set out in the Performance Metrics to either comply with Aspen Applicable Regulations referenced there or to ensure compliance with Aspen Applicable Regulations by following certain policies or procedures); and/or (b) if it requires compliance with what would otherwise be a Service Provider Applicable Regulation in a Aspen specific way (such specific compliance becoming compliance with a Aspen Applicable Regulation for the purposes of this Agreement and the definition of Service Provider Applicable Regulation). Once any such Aspen Applicable Regulations are identified the Parties will agree how they are to be complied with. For the avoidance of doubt, such notifications under clause 29.1.2 may relate to compliance with Aspen Applicable Regulations in any jurisdictions worldwide in which Aspen or Aspen Affiliates operate or do business from time to time. 29.2 The Service Provider recognises that Aspen and Aspen Affiliates are subject to regulation by (or have regulatory responsibilities in respect of) the regulatory authorities in the jurisdictions in which it operates and that, in particular, Aspen has regulatory responsibilities in respect of: 29.2.1 the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority; 29.2.2 the Financial Conduct Authority, the Prudential Regulation Authority and Lloyd’s of London; 29.2.3 the Bermuda Monetary Authority; 29.2.4 North Dakota Department of Insurance and the Texas Department of Insurance; 29.2.5 the Jersey Financial Services Commission; 29.2.6 the Swiss Financial Market Supervisory Authority; 29.2.7 the Monetary Authority of Singapore; 29.2.8 The Australian Prudential Regulation Authority; 29.2.9 the Central Bank of Ireland; 29.2.10 the Office of the Superintendent of Financial Institutions; 29.2.11 the successor organisations/regulators of each entity listed in clauses 29.2.1 to 29.2.9 from time to time; and 29.2.12 various other relevant governmental agencies or bodies around the world. 29.3 The Service Provider shall make any modifications to the Services as reasonably necessary as a result of changes to Service Provider Applicable Regulations at no extra cost to Aspen. Where the relevant modification is required to address a change in Aspen Applicable Regulations or a change in the applicable regulatory authorities in clause 29.2 the effect on cost and delivery shall be assessed and agreed via the change control procedure set out in clause 15 of this Agreement. 29.4 Subject to clause 23 (Confidentiality) and the applicable terms in clauses 29.5 to 29.14 (External Audits), the Service Provider shall provide such cooperation with all applicable regulatory authorities as may reasonably be requested by Aspen or otherwise required by such authorities and in any event shall cooperate with both Aspen and any regulatory authorities in responding to any enquiries made by such authorities. Such cooperation shall be provided at Aspen's reasonable cost. The Service Provider's obligations under this clause 29.4 shall include: 29.4.1 providing, on request, such assistance as Aspen may reasonably require to prove its compliance with its regulatory requirements in the context of the Services; 29.4.2 providing to Aspen such information and/or documentation as a regulatory authority may request in its supervision of the performance of the Services and it consents to such information and documentation being passed on to the relevant regulatory authority; and 29.4.3 in addition to XxxxxAspen's own audit rights hereunder, permitting a regulator to carry out audits of Service Provider where such regulator requires the right to do so. 29.5 Aspen (or its nominee) shall be entitled to audit the Service Provider's conformance with its obligations under the Agreement (including to verify the Charges) and the relevant Service Provider's facilities in each case in respect of the Services provided to Aspen and its Affiliates, during business hours up to a maximum of two (2) times per year in aggregate for all audits under this clause (at no charge) on reasonable written notice (which shall, other than in the case of an emergency or regulatory audit, be no less than one (1) month), provided that the audit is carried out subject to clauses 29.6, 29.7 and 29.12; the auditor is not a direct competitor of the Service Provider; and the auditor enters into a confidentiality agreement with Aspen on terms no less onerous than those set out in clause 23 (Confidentiality). For the avoidance of doubt, the audit departments of the "Big 4" accountancy firms are not direct competitors of the Service Provider, provided that they sign a confidentiality agreement with the Service Provider, including the obligation to put in place appropriate ethical walls between their audit departments and those parts of their business which provide business and technology consulting and services, to ensure that all information obtained by their audit department is not disclosed to parts of their business which may compete with the Service Provider. 29.6 The Service Provider shall provide all reasonable co-operation with any audits conducted pursuant to clause 29.5 and Aspen shall use its reasonable endeavours to seek to: 29.6.1 minimise any disruption to the Services; and 29.6.2 consolidate such audits for each aspect of the Services and the Premises, where possible. 29.7 In conducting an audit, Aspen (or its nominee) shall comply with the Service Provider's reasonable security and confidentiality procedures and shall not be permitted to have unsupervised access to the Service Provider's shared facilities and systems. The Service Provider shall be entitled to reasonable relief if there is any disruption to the Services as a direct result of Aspen carrying out an audit. 29.8 Subject to the restrictions in clauses 29.5, 29.6 and 29.7 (other than in relation to the frequency of audits), Aspen (or its nominee) shall be entitled to undertake no more than one (1) further audit in that same year across the Agreement as a whole, (with the Service Provider providing all reasonable co-operation) at its own cost (at the Service Provider's relevant day rate), unless such audits reveal fraud or a breach (other than a minor or cosmetic breach) of the Agreement (including all instances of overcharging), in which case the cost of the audit shall be borne by the Service Provider. 29.9 If, as a result of an audit, it is determined that the Service Provider has overcharged Aspen, Aspen shall notify the Service Provider of the amount of such overcharge and the Service Provider shall promptly, and in any event no later than thirty (30) days from the date of receipt of notice of overcharge, pay to Aspen the amount of the overcharge interest at a rate of [***] until the date of payment to Aspen. 29.10 In the event any such audit by Aspen or its agents reveals an overcharge to Aspen by the Service Provider of [***], the Service Provider shall reimburse Aspen for the cost of such audit in addition to the repayment of the sum plus interest at the rate set out above. 29.11 The Service Provider agrees that the restrictions on the number of audits and the notice period for such audits set out in clause 29.5 will not apply to audits required for legal or regulatory reasons. Such audits shall be conducted at Aspen's cost where the number set out in clause 29.5 has been exceeded. 29.12 If any audit by an auditor designated by Aspen or a regulatory authority having jurisdiction over Aspen results in Aspen being notified that it is not in compliance with any generally accepted accounting principle or audit requirement relating to the Services, then provided that the non- compliance resulted from the Service Provider's default, the Service Provider shall, at its own expense and within the period of time specified by such auditor or regulatory authority, bring the Services into compliance. If the Service Provider fails to bring the Services into compliance within a reasonable time Aspen shall be entitled to terminate this Agreement under clause 18.5.1 on the grounds of the Service Provider's irremediable material breach of contract on the provision of written notice. 29.13 The Service Provider shall maintain and retain in a manner that complies with Good Industry Practice accurate records (including complete financial records of its operations and activities specifically related to the Services) in relation to the provision of the Services provided to Aspen during the Term for seven (7) years after the termination or expiry of the Agreement and make the same available to Aspen and its auditors. 29.14 The Service Provider shall provide all reasonable assistance and information in relation to the conduct of the audit at its own cost. For the avoidance of doubt such information shall not include the provision of any background cost or overhead information or any of the Service Provider internal reports relating to the Services (although the Service Provider shall act reasonably in this regard).

REGULATORY MATTERS AND AUDIT RIGHTS. General 29.1 Without prejudice to the generality of clause 3.2: 29.1.1 the Service Provider shall comply with all Service Provider Applicable Regulations; and 29.1.2 Aspen may notify the Service Provider: (a) of any Aspen Applicable Regulations it specifically requires the Service Provider to comply with (including any requirements set out in the Performance 34744018 39 Metrics to either comply with Aspen Applicable Regulations referenced there or to ensure compliance with Aspen Applicable Regulations by following certain policies or procedures); and/or (b) if it requires compliance with what would otherwise be a Service Provider Applicable Regulation in a Aspen specific way (such specific compliance becoming compliance with a Aspen Applicable Regulation for the purposes of this Agreement and the definition of Service Provider Applicable Regulation). Once any such Aspen Applicable Regulations are identified the Parties will agree how they are to be complied with. For the avoidance of doubt, such notifications under clause 29.1.2 may relate to compliance with Aspen Applicable Regulations in any jurisdictions worldwide in which Aspen or Aspen Affiliates operate or do business from time to time. 29.2 The Service Provider recognises that Aspen and Aspen Affiliates are subject to regulation by (or have regulatory responsibilities in respect of) the regulatory authorities in the jurisdictions in which it operates and that, in particular, Aspen has regulatory responsibilities in respect of: 29.2.1 the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority; 29.2.2 the Financial Conduct Authority, the Prudential Regulation Authority and Lloyd’s of London; 29.2.3 the Bermuda Monetary Authority; 29.2.4 North Dakota Department of Insurance and the Texas Department of Insurance; 29.2.5 the Jersey Financial Services Commission; 29.2.6 the Swiss Financial Market Supervisory Authority; 29.2.7 the Monetary Authority of Singapore; 29.2.8 The Australian Prudential Regulation Authority; 29.2.9 the Central Bank of Ireland; 29.2.10 the Office of the Superintendent of Financial Institutions; 29.2.11 the successor organisations/regulators of each entity listed in clauses 29.2.1 to 29.2.9 from time to time; and 29.2.12 various other relevant governmental agencies or bodies around the world. 29.3 The Service Provider shall make any modifications to the Services as reasonably necessary as a result of changes to Service Provider Applicable Regulations at no extra cost to Aspen. Where the relevant modification is required to address a change in Aspen Applicable Regulations or a change in the applicable regulatory authorities in clause 29.2 the effect on cost and delivery shall be assessed and agreed via the change control procedure set out in clause 15 of this Agreement. 29.4 Subject to clause 23 (Confidentiality) and the applicable terms in clauses 29.5 to 29.14 (External Audits), the Service Provider shall provide such cooperation with all applicable regulatory authorities as may reasonably be requested by Aspen or otherwise required by such authorities and in any event shall cooperate with both Aspen and any regulatory authorities in responding to any enquiries made by such authorities. Such cooperation shall be provided at Aspen's reasonable cost. The Service Provider's obligations under this clause 29.4 shall include:: 34744018 29.4.1 providing, on request, such assistance as Aspen may reasonably require to prove its compliance with its regulatory requirements in the context of the Services; 29.4.2 providing to Aspen such information and/or documentation as a regulatory authority may request in its supervision of the performance of the Services and it consents to such information and documentation being passed on to the relevant regulatory authority; and 29.4.3 in addition to Xxxxx's own audit rights hereunder, permitting a regulator to carry out audits of Service Provider where such regulator requires the right to do so. 29.5 Aspen (or its nominee) shall be entitled to audit the Service Provider's conformance with its obligations under the Agreement (including to verify the Charges) and the relevant Service Provider's facilities in each case in respect of the Services provided to Aspen and its Affiliates, during business hours up to a maximum of two (2) times per year in aggregate for all audits under this clause (at no charge) on reasonable written notice (which shall, other than in the case of an emergency or regulatory audit, be no less than one (1) month), provided that the audit is carried out subject to clauses 29.6, 29.7 and 29.12; the auditor is not a direct competitor of the Service Provider; and the auditor enters into a confidentiality agreement with Aspen on terms no less onerous than those set out in clause 23 (Confidentiality). For the avoidance of doubt, the audit departments of the "Big 4" accountancy firms are not direct competitors of the Service Provider, provided that they sign a confidentiality agreement with the Service Provider, including the obligation to put in place appropriate ethical walls between their audit departments and those parts of their business which provide business and technology consulting and services, to ensure that all information obtained by their audit department is not disclosed to parts of their business which may compete with the Service Provider. 29.6 The Service Provider shall provide all reasonable co-operation with any audits conducted pursuant to clause 29.5 and Aspen shall use its reasonable endeavours to seek to: 29.6.1 minimise any disruption to the Services; and 29.6.2 consolidate such audits for each aspect of the Services and the Premises, where possible. 29.7 In conducting an audit, Aspen (or its nominee) shall comply with the Service Provider's reasonable security and confidentiality procedures and shall not be permitted to have unsupervised access to the Service Provider's shared facilities and systems. The Service Provider shall be entitled to reasonable relief if there is any disruption to the Services as a direct result of Aspen carrying out an audit. 29.8 Subject to the restrictions in clauses 29.5, 29.6 and 29.7 (other than in relation to the frequency of audits), Aspen (or its nominee) shall be entitled to undertake no more than one (1) further audit in that same year across the Agreement as a whole, (with the Service Provider providing all reasonable co-operation) at its own cost (at the Service Provider's relevant day rate), unless such audits reveal fraud or a breach (other than a minor or cosmetic breach) of the Agreement (including all instances of overcharging), in which case the cost of the audit shall be borne by the Service Provider. 29.9 If, as a result of an audit, it is determined that the Service Provider has overcharged Aspen, Aspen shall notify the Service Provider of the amount of such overcharge and the Service Provider shall promptly, and in any event no later than thirty (30) days from the date of receipt of notice of overcharge, pay to Aspen the amount of the overcharge interest at a rate of [***] until the date of payment to Aspen.. 34744018 41 CONFIDENTIAL 29.10 In the event any such audit by Aspen or its agents reveals an overcharge to Aspen by the Service Provider of [***], the Service Provider shall reimburse Aspen for the cost of such audit in addition to the repayment of the sum plus interest at the rate set out above. 29.11 The Service Provider agrees that the restrictions on the number of audits and the notice period for such audits set out in clause 29.5 will not apply to audits required for legal or regulatory reasons. Such audits shall be conducted at Aspen's cost where the number set out in clause 29.5 has been exceeded. 29.12 If any audit by an auditor designated by Aspen or a regulatory authority having jurisdiction over Aspen results in Aspen being notified that it is not in compliance with any generally accepted accounting principle or audit requirement relating to the Services, then provided that the non- compliance resulted from the Service Provider's default, the Service Provider shall, at its own expense and within the period of time specified by such auditor or regulatory authority, bring the Services into compliance. If the Service Provider fails to bring the Services into compliance within a reasonable time Aspen shall be entitled to terminate this Agreement under clause clause 18.5.1 on the grounds of the Service Provider's irremediable material breach of contract on the provision of written notice. 29.13 The Service Provider shall maintain and retain in a manner that complies with Good Industry Practice accurate records (including complete financial records of its operations and activities specifically related to the Services) in relation to the provision of the Services provided to Aspen during the Term for seven (7) years after the termination or expiry of the Agreement and make the same available to Aspen and its auditors. 29.14 The Service Provider shall provide all reasonable assistance and information in relation to the conduct of the audit at its own cost. For the avoidance of doubt such information shall not include the provision of any background cost or overhead information or any of the Service Provider internal reports relating to the Services (although the Service Provider shall act reasonably in this regard).