Required Audits Sample Clauses

Required Audits. An exception shall exist in the Required Audit Reports which is reasonably likely to have a Material Adverse Effect on the Lender, the Contracts or the other Collateral, in the reasonable opinion of the Lender, and such exception has remained uncured for a period of thirty (30) days after the earlier of written notice to the Servicer of the existence of such exception or of the date that the Servicer has knowledge that such exception shall be included in the related Required Audit Report.
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Required Audits. The Transferor shall cause the Servicer to perform the Required Audits on a timely basis.
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Required Audits. A material exception shall exist in the Required --------------- Audits which may have a material adverse effect on the Lender, the Contracts or the other Collateral, in the opinion of the Lender or, so long as no Insurer Default shall have occurred and be continuing, the Insurer; or
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Required Audits. The Servicer shall cause the Independent Accountants to perform all Required Audits on a timely basis and report the results of such audits to MBIA and the Rating Agencies. ARTICLE 4
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Required Audits. Ernst and Young (the “Auditor”) shall have completed an audit on the financial statements of Wikifamilies as reasonably required by Kensington in order to satisfy its reporting requirements with the SEC (the “Audit”). The Auditor shall have issued its opinion without qualification, and such Audit shall indicate that Wikifamilies is solvent and that the representations regarding internal accounting controls set forth in Section 2.20 are true and correct. The financial statements of Wikifamilies, as audited, shall be in all material respects consistent with the financial information provided by Wikifamilies to Kensington, to the satisfaction of Kensington in its sole discretion.
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Required Audits. Guarantor, at its own expense, shall cause PricewaterhouseCoopers or another firm of nationally recognized independent public accountants acceptable to the Lender to furnish a report to the Lender to the effect that such independent public accountants have applied certain agreed-upon procedures, in accordance with standards established by the American Institute of Certified Public Accountants, which will entail the comparison of amounts presented for each of the Availability Reports and Request for Advance reports for such preceding reporting period to amounts on computer reports and purchase agreements which were the source of such amounts, or, if such amounts are mathematically derived from such reports, will entail the verification of the mathematical accuracy of such amounts derived. The first reporting period is from the Closing Date through September 30, 2001, the second reporting period is from October 1, 2001 through December 31, 2001, and semi-annually thereafter, or at such other frequency deemed appropriate by Lender. Each such report must be delivered within 45 days after the end of each reporting period.
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Required Audits. The Auditor shall have issued its opinion without qualification, and such Audit shall indicate that Clairnet is solvent and that the representations regarding internal accounting controls set forth in Section 2.20 are true and correct. The financial statements of Clairnet, as audited, shall be in all material respects consistent with the Seller Financial Statements, to the satisfaction of WFAM in its sole discretion.
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Required Audits. The Record Keeper will cooperate fully with DRS and its auditors in an annual audit of DRS, which includes activities for each plan. The Record Keeper shall, at its own expense, provide an annual SOC 1, Type 2 independent service organization controls report conducted for purposes of examining controls related to the Services provided in a Record Keeper capacity. The Record Keeper will ensure the investment process is also covered by the review, which includes but is not limited to trade processing, cash management, investment accounting and performance reporting. The Record Keeper will provide two (2) copies of the report to the DRS Contract Administrator no more than one hundred twenty (120) Calendar Days after the close of the audit period. The Record Keeper shall, at its own expense, provide a SOC 2 Type 2 service organization controls report conducted for purposes of examining controls related to the Services provided in a Record Keeper capacity and provide such report to the DRS Contract Administrator. The Record Keeper will provide two (2) copies of the report to the DRS Contract Administrator no more than one hundred twenty (120) Calendar Days after the close of the audit period. All reports must be delivered electronically to [email address to be determined]. AUDITS BY DRS The Record Keeper shall permit representatives of DRS, an auditor selected by DRS, and/or Auditors of the State of Washington or their authorized assistant to examine the records of the Record Keeper relating to the Services rendered under this contract. If the Record Keeper has contracted with a Subcontractor, the Record Keeper shall require its Subcontractor to provide similar access to the designated DRS officials or their representatives. Any audits conducted under this Section, which do not necessitate the compilation of records in addition to those which are otherwise required by other Sections of this Contract, may be conducted without notice. Any audits conducted under this Section which require the compilation of records in addition to those which are otherwise required by this Contract may be conducted upon ten (10) Calendar Days’ written notice from DRS to the Record Keeper. DRS shall bear the cost of conducting audits conducted under this Section, except that the Record Keeper shall bear all costs and expenses of any audits conducted as a result of the Record Keeper’s breach of any provision of this Contract. The provisions of this Section shall remain in effect for ...
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Related to Required Audits

  • Field Audits The Borrower shall permit the Bank to inspect the Inventory, other Tangible Assets and/or other business operations of the Borrower and each Subsidiary, to perform appraisals of the Equipment of the Borrower and each Subsidiary, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral, the results of which must be satisfactory to the Bank in the Bank’s sole and absolute discretion. All such inspections or audits by the Bank shall be at the Borrower’s sole expense, provided, however, that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Bank for inspections or audits more frequently than once each fiscal year.

  • Inspections and Audits 30 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 31 of the State of California, the Secretary of the United States Department of Health and Human Services, 32 the Comptroller General of the United States, or any other of their authorized representatives, shall have 33 access to any books, documents, and records, including but not limited to, financial statements, general 34 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 35 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 36 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 37 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 1 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 2 premises in which they are provided.

  • Compliance Audits D.4.1 Compliance Audit(s). Without limiting the generality of section A.7.4 (Records Review), if requested by the Province from time to time, which request shall be at the Province’s sole discretion, the Recipient, at its own expense, will forthwith retain an independent third party auditor to conduct one or more compliance audits of the Recipient or any Project. The audit will be conducted in accordance with Canadian Generally Accepted Auditing Standards, as adopted by the Canadian Institute of Chartered Accountants, applicable as of the date on which a record is kept or required to be kept under such standards. In addition, the audit will assess the Recipient’s compliance with the terms of the Agreement and will address, with respect to each Project, without limitation, the following:

  • Collateral Audits Permit the Bank or its agents to perform audits of the Collateral. The Borrower shall compensate the Bank for such audits in accordance with the Bank's schedule of fees as amended from time to time.

  • Site Visits and Inspections; Regulatory Examinations During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

  • Audits No more than once a year, or following unauthorized access, upon receipt of a written request from the LEA with at least ten (10) business days’ notice and upon the execution of an appropriate confidentiality agreement, the Provider will allow the LEA to audit the security and privacy measures that are in place to ensure protection of Student Data or any portion thereof as it pertains to the delivery of services to the LEA . The Provider will cooperate reasonably with the LEA and any local, state, or federal agency with oversight authority or jurisdiction in connection with any audit or investigation of the Provider and/or delivery of Services to students and/or LEA, and shall provide reasonable access to the Provider’s facilities, staff, agents and XXX’s Student Data and all records pertaining to the Provider, LEA and delivery of Services to the LEA. Failure to reasonably cooperate shall be deemed a material breach of the DPA.

  • Tax Returns and Audits All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Borrowers’ Accounts, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Field Examinations At the Administrative Agent’s sole option, the Administrative Agent shall have completed its field examinations of the Borrower’s books and records, assets, and operations which examinations will be satisfactory to the Administrative Agent in its sole and absolute discretion.

  • Inspection and Audit The CONTRACTOR shall maintain, and the LEA shall have the right to examine and audit all of the books, records, documents, accounting procedures and practices and other evidence that reflect all costs claimed to have been incurred or fees claimed to have been earned under this Agreement. CONTRACTOR shall provide access to LEA to all records including, but not limited to: student records as defined by California Education Code section 49061(b); registers and roll books of teachers; daily service logs and notes or other documents used to record the provision of related services; Medi-Cal/daily service logs and notes used to record provision of services provided by instructional assistants, behavior intervention aides, bus aides, and supervisors; absence verification records (parent/doctor notes, telephone logs, and related documents); bus rosters; staff lists specifying credentials held, business licenses held, documents evidencing other qualifications, social security numbers, dates of hire, and dates of termination; staff time sheets; non-paid staff and volunteer sign-in sheets; transportation and other related service subcontracts; school calendars; bell/class schedules when applicable; liability and worker’s compensation insurance policies; state NPS/A certifications; by-laws; lists of current board of directors/trustees, if incorporated; other documents evidencing financial expenditures; federal/state payroll quarterly reports Form 941/DE3DP; and bank statements and canceled checks or facsimile thereof. Such access shall include unannounced inspections by XXX. CONTRACTOR shall make available to LEA all budgetary information including operating budgets submitted by CONTRACTOR to LEA for the relevant contract period being audited. CONTRACTOR shall make all records available at the office of LEA or CONTRACTOR’s offices (to be specified by XXX) at all reasonable times and without charge. All records shall be provided to LEA within five (5) working days of a written request from XXX. CONTRACTOR shall, at no cost to LEA, provide assistance for such examination or audit. XXX’s rights under this section shall also include access to CONTRACTOR’s offices for purposes of interviewing CONTRACTOR’s employees. If any document or evidence is stored in an electronic form, a hard copy shall be made available to the LEA, unless the LEA agrees to the use of the electronic format. CONTRACTOR shall obtain from its subcontractors and suppliers written agreements to the requirements of this section and shall provide a copy of such agreements to LEA upon request by XXX. If an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm determines that CONTRACTOR owes LEA monies as a result of CONTRACTOR’s over billing or failure to perform, in whole or in part, any of its obligations under this Master Contract, LEA shall provide to CONTRACTOR written notice demanding payment from CONTRACTOR and specifying the basis or bases for such demand. Unless CONTRACTOR and XXX otherwise agree in writing, CONTRACTOR shall pay to LEA the full amount owed as result of CONTRACTOR’s over billing and/or failure to perform, in whole or in part, any of its obligations under this Master Contract, as determined by an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm. CONTRACTOR shall make such payment to LEA within thirty (30) days of receipt of XXX’s written notice demanding payment.

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