Common use of SOX Access Clause in Contracts

SOX Access. (i) If requested by Receiver, Provider will permit Receiver reasonable access, upon reasonable advance notice, to Provider’s books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of Receiver’s testing and verification of the effectiveness of Provider’s controls with respect to the Services as is reasonably necessary to enable the management of Receiver to comply with its obligations under §404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable Receiver’s independent public accounting firm to attest to and report on the assessment of the management of Receiver in accordance with SOX §404 and Auditing Standard No. 2, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 2”), or as required by Receiver’s external auditors. In lieu of providing such access, Provider may, in its sole discretion, instead furnish Receiver with a type II SAS 70 report. Provider is not required to furnish Receiver access to any information other than information that relates specifically to the Services. (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 12(b)(i): (A) the Parties will cooperate, prior to the Distribution Date and from time to time thereafter, to identify the significant processes of Receiver for purposes of Auditing Standard No. 2 and used by Provider in connection with the provision of the Services to Receiver under this Agreement; (B) Provider will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes; (C) in the event any deficiencies are found as a result of the testing, Provider and Receiver will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; (D) in connection with providing the access contemplated by Section 12(b)(i), Provider will cooperate and assist Receiver’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes; and (E) in the event that Sections 12(b)(ii)(A)-(D) do not reasonably enable Receiver to comply with its obligations under SOX §404 and enable Receiver’s registered public accounting firm to attest to and report on the assessment by the management of Receiver in accordance with SOX §404 and Auditing Standard No. 2, then upon reasonable notice, Receiver will be permitted to conduct, at its own expense, an independent audit of Provider’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.

SOX Access. (i) If requested by Receiver, Provider will permit Receiver reasonable access, upon reasonable advance notice, to Provider’s books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of Receiver’s testing and verification of the effectiveness of Provider’s controls with respect to the Services as is reasonably necessary to enable the management of Receiver to comply with its obligations under §404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable Receiver’s independent public accounting firm to attest to and report on the assessment of the management of Receiver in accordance with SOX §404 and Auditing Standard No. 2, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 2”), or as required by Receiver’s external auditors. In lieu of providing such access, Provider may, in its sole discretion, instead furnish Receiver with a type II SAS 70 report. Provider is not required to furnish Receiver access to any information other than information that relates specifically to the Services. The parties acknowledge that Receiver is not required to file a SOX §404 assessment for periods prior to its fiscal year ending December 31, 2007. Accordingly, with respect to Services provided by Provider to Receiver, this obligation applies only in respect of periods occurring after December 31, 2006. (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 12(b)(i): (A) the Parties will cooperate, prior to the Distribution Date and from time to time thereafter, to identify the significant processes of Receiver for purposes of Auditing Standard No. 2 and used by Provider in connection with the provision of the Services to Receiver under this Agreement; (B) Provider will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes; (C) in the event any deficiencies are found as a result of the testing, Provider and Receiver will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; (D) in connection with providing the access contemplated by Section 12(b)(i), Provider will cooperate and assist Receiver’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes; and (E) in the event that Sections 12(b)(ii)(A)-(D) do not reasonably enable Receiver to comply with its obligations under SOX §404 and enable Receiver’s registered public accounting firm to attest to and report on the assessment by the management of Receiver in accordance with SOX §404 and Auditing Standard No. 2, then upon reasonable notice, Receiver will be permitted to conduct, at its own expense, an independent audit of Provider’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.

SOX Access. (i) If requested by ReceiverNewCo, Provider Sprint will permit Receiver NewCo reasonable access, upon reasonable advance notice, to ProviderSprint’s books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of ReceiverNewCo’s testing and verification of the effectiveness of ProviderSprint’s controls with respect to the Services as is reasonably necessary to enable the management of Receiver NewCo to comply with its obligations under §404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable ReceiverNewCo’s independent public accounting firm to attest to and report on the assessment of the management of Receiver NewCo in accordance with SOX §404 and Auditing Standard No. 2No.2, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 2”), or as required by ReceiverNewCo’s external auditors. In lieu of providing such access, Provider Sprint may, in its sole discretion, instead furnish Receiver NewCo with a type II SAS 70 report. Provider Sprint is not required to furnish Receiver NewCo access to any information other than information that relates specifically to the Services. (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 12(b)(i13(b)(i): (A) the Parties will cooperate, prior to the Distribution Date and from time to time thereafter, cooperate to identify the significant processes of Receiver NewCo for purposes of Auditing Standard No. 2 and used by Provider Sprint in connection with the provision of the Services to Receiver NewCo under this Agreement; (B) Provider Sprint will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes; (C) in the event any deficiencies are found as a result of the testing, Provider Sprint and Receiver NewCo will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; (D) in connection with providing the access contemplated by Section 12(b)(i13(b)(i), Provider Sprint will cooperate and assist ReceiverNewCo’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes; and (E) in the event that Sections 12(b)(ii)(A)-(D13(b)(ii)(A)-(D) do not reasonably enable Receiver NewCo to comply with its obligations under SOX §404 and enable ReceiverNewCo’s registered public accounting firm to attest to and report on the assessment by the management of Receiver NewCo in accordance with SOX §404 and Auditing Standard No. 2, then upon reasonable notice, Receiver NewCo will be permitted to conduct, at its own expense, an independent audit of ProviderSprint’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.

SOX Access. (i) If requested by Receiver, Provider will permit Receiver reasonable access, upon reasonable advance notice, to Provider’s books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of Receiver’s testing and verification of the effectiveness of Provider’s controls with respect to the Services as is reasonably necessary to enable the management of Receiver to comply with its obligations under §404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable Receiver’s independent public accounting firm to attest to and report on the assessment of the management of Receiver in accordance with SOX §404 and Auditing Standard No. 25, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 25”), or as required by Receiver’s external auditors. In lieu of providing such access, Provider may, in its sole discretion, instead furnish Receiver with a type II SAS 70 report. Provider is not required to furnish Receiver access to any information other than information that relates specifically to the Services. (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 12(b)(i): (A) the Parties will cooperate, prior to the Distribution Date and from time to time thereafter, to identify the significant processes of Receiver for purposes of Auditing Standard No. 2 5 and used by Provider in connection with the provision of the Services to Receiver under this Agreement; (B) Provider will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes; (C) in the event any deficiencies are found as a result of the testing, Provider and Receiver will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; (D) in connection with providing the access contemplated by Section 12(b)(i), Provider will cooperate and assist Receiver’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes; and (E) in the event that Sections 12(b)(ii)(A)-(D) do not reasonably enable Receiver to comply with its obligations under SOX §404 and enable Receiver’s registered public accounting firm to attest to and report on the assessment by the management of Receiver in accordance with SOX §404 and Auditing Standard No. 25, then upon reasonable notice, Receiver will be permitted to conduct, at its own expense, an independent audit of Provider’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.

SOX Access. (i) If requested by ReceiverClearwire, Provider Sprint will permit Receiver Clearwire reasonable access, upon reasonable advance notice, to ProviderSprint’s books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of ReceiverClearwire’s testing and verification of the effectiveness of ProviderSprint’s controls with respect to the Services as is reasonably necessary to enable the management of Receiver Clearwire to comply with its obligations under §404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable ReceiverClearwire’s independent public accounting firm to attest to and report on the assessment of the management of Receiver Clearwire in accordance with SOX §404 and Auditing Standard No. 2No.2, as adopted by the Public Company Accounting Oversight Board (“Auditing Standard No. 2”), or as required by ReceiverClearwire’s external auditors. In lieu of providing such access, Provider Sprint may, in its sole discretion, instead furnish Receiver Clearwire with a type II SAS 70 report. Provider Sprint is not required to furnish Receiver Clearwire access to any information other than information that relates specifically to the Services. (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 12(b)(i13(b)(i): (A) the Parties will cooperate, prior to the Distribution Date and from time to time thereafter, cooperate to identify the significant processes of Receiver Clearwire for purposes of Auditing Standard No. 2 and used by Provider Sprint in connection with the provision of the Services to Receiver Clearwire under this Agreement; (B) Provider Sprint will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over its significant processes; (C) in the event any deficiencies are found as a result of the testing, Provider Sprint and Receiver Clearwire will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; (D) in connection with providing the access contemplated by Section 12(b)(i13(b)(i), Provider Sprint will cooperate and assist ReceiverClearwire’s auditors in performing any process walkthroughs and process testing that such auditor may reasonably request of the significant processes; and (E) in the event that Sections 12(b)(ii)(A)-(D13(b)(ii)(A)-(D) do not reasonably enable Receiver Clearwire to comply with its obligations under SOX §404 and enable ReceiverClearwire’s registered public accounting firm to attest to and report on the assessment by the management of Receiver Clearwire in accordance with SOX §404 and Auditing Standard No. 2, then upon reasonable notice, Receiver Clearwire will be permitted to conduct, at its own expense, an independent audit of ProviderSprint’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.