Assessments and Audits Sample Clauses

Assessments and Audits. Nectar HR agrees to reasonably cooperate with Client (including its employee users and personnel) to:
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Assessments and Audits. (a) OneStream will, at least annually, cause an independent third-party provider to conduct penetration tests of the then-current release and version of the Software. OneStream will remediate any critical vulnerability revealed by such penetration test within 30 days after receipt of the report identifying such vulnerability.
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Assessments and Audits. (a) Orbit shall, upon reasonable and written notice and subject to obligations of confidentiality and pursuant to a non-disclosure agreement, contribute to audits (including inspections) conducted by Customer or a third-party auditor mutually agreed upon by the parties and allow its Processing procedures and documentation to be inspected no more than annually in order to ascertain compliance with this Addendum. Such audit shall be at Customer’s sole expense. Orbit shall cooperate in good faith with audit requests by providing access to relevant knowledgeable personnel and documentation. Except as otherwise required by law, (i) Customer shall provide at least thirty (30) days prior written notice to Orbit of any requested audit; (ii) any audit shall be conducted during Orbit’s normal business hours; (iii) an audit shall not last longer than three (3) business days; and (iv) Customer and its agents and auditors shall not access Orbit’s proprietary or confidential information, except to the extent access is strictly necessary to demonstrate compliance with this Addendum and in a manner acceptable to Orbit that preserves the proprietary or confidential nature of the information.
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Assessments and Audits. Assessment and audit projects may include pollution prevention assessments, environmental quality assessments, or compliance audits. • Pollution prevention assessments are systematic, internal reviews of specific processes and operations designed to identify and provide information about opportunities to reduce the use, production, and generation of toxic and hazardous materials and other wastes that may pose threats to water quality, water supply, or human health. • Environmental quality assessments are investigations of: the condition of the environment at a site not owned or operated by the responsible party; the environment impacted by a site or facility regardless if owned or operated by the responsible party; or threats to human health or the environment relating to a site or facility regardless if owned or operated by the responsible party. • Environmental compliance audits are independent evaluations of a responsible party’s compliance status with environmental requirements at a given point in time. In general, compliance audits are acceptable as SEPs only when the responsible party is a small business, small community (less than 2,500 persons), or a state or local government entity. These assessments and audits are only acceptable as SEPs when the responsible party agrees to provide the Regional Board with a copy of the report and the results are made available to the public.
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Assessments and Audits. Service Provider will timely comply with any requests from MSI and MSI’s Affiliates for information or documentation related to this Agreement, or information that demonstrates that Service Provider and Service Provider’s Personnel are in compliance, and that the Services are being provided in accordance with this Agreement. MSI and its Affiliates will strive to consolidate such requests so as to minimize disruption. Additionally, Service Provider and Service Provider’s Personnel are subject to audits by MSI. Service Provider will comply and will require its Personnel to comply with all audits conducted by MSI. All aspects of Service Provider’s business relating to this Agreement may be audited at MSI’s request in order to confirm compliance with this Agreement. MSI will provide Service Provider no less than 5 business days’ notice of its intent to audit Service Provider. Service Provider will provide all reasonably necessary assistance to MSI when MSI conducts an audit. Any questionnaires that MSI requests during an audit must be timely completed by Service Provider or Service Provider’s Personnel.
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Assessments and Audits. (a) OneStream will, at least semi-annually, cause an independent third-party provider to conduct penetration tests of the then- current release and version of the Service. Upon OneStream validation, OneStream will remediate vulnerabilities within timelines which are in accordance with NIST 800-53 guidelines.
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Assessments and Audits. Xyte audits its compliance with data protection and information security standards on a regular basis. Such audits are conducted by Xyte’s internal audit team or by third party auditors engaged by Xyte, and will result in the generation of an audit report (“Report”), which will be Xyte’s confidential information. Xyte shall, upon reasonable and written notice and subject to obligations of confidentiality, no more than once a year and in normal business hours, allow its data Processing procedures and documentation to be inspected by Customer (or its designee), at Customer's expense, in order to ascertain compliance with this DPA; Xyte shall cooperate in good faith with such audit requests by providing access to relevant knowledgeable personnel and documentation. At Customer’s written request, and subject to obligations of confidentiality, Xyte may satisfy the requirements set out in this section by providing Customer with a copy of the Report so that Customer can reasonably verify Xyte’s compliance with its obligations under this DPA. Data Retention and Destruction Xyte will only retain Personal Data for the duration of the Agreement or as required to perform its obligations under the Agreement, or has otherwise required to do so under applicable laws or regulations. Following expiration or termination of the Agreement, Xyte will delete or return to Customer all Personal Data in its possession as provided in the Agreement, except to the extent Xyte is required under applicable laws to retain the Personal Data. The terms of this DPA will continue to apply to such Personal Data. Notwithstanding the foregoing, Xyte shall be entitled to maintain Personal Data following the termination of this Agreement for statistical and/or financial purposes provided always that Xyte maintains such Personal Data on an aggregated basis or otherwise after having removed all personally identifiable attributes from such Personal data. Notwithstanding the foregoing, Xyte shall be entitled to retain Personal Data solely for the establishment or exercise of legal claims, and/or in aggregated and anonymized form, for whatever purpose. Indemnification Customer will indemnify Xyte and hold Xyte harmless from any cost, charge, damages, expenses or losses incurred as a result of Customer’s breach of any of the provisions of these clauses. Indemnification hereunder is contingent upon (a) Xyte promptly notifying Customer of a claim, (b) Customer having sole control of the defense and settl...
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Assessments and Audits. Provider shall timely respond to Customer’s reasonable request for information about its data privacy and information security programs and shall assist in data protection impact assessments and other analysis required under applicable data protection law. Provider shall further permit Customer or a third-party auditor acting under Customer's direction, to conduct, at Customer's cost and not more than once per year, an audit or assessment, subject to reasonable access arrangements and save for disclosure of information which is confidential, commercially sensitive or privileged, concerning Provider's data protection procedures relating to its compliance with this exhibit. For the avoidance of any doubt, Customer’s audit, access, and inspection rights under this clause is limited to documents and records only and does not apply to physical premises, databases or other information not strictly relating to the performance of this Agreement.
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Related to Assessments and Audits

  • INSPECTIONS AND AUDITS 2 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 3 of the State of California, the Secretary of the United States Department of Health and Human Services, 4 the Comptroller General of the United States, or any other of their authorized representatives, shall have 5 access to any books, documents, and records, including but not limited to, financial statements, general 6 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 7 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 8 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 9 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 10 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 11 premises in which they are provided.

  • Reports and Audits The Company shall as soon as practicable but in no event later than six months after the end of each of its fiscal years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange Commission (xxx.xxx.xxx) and the Municipal Securities Rulemaking Board (xxx.xxxx.xxxx.xxx) in accordance with their respective filing requirements.

  • 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.

  • Environmental Reports and Audits As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Checks and Audits The parties of the agreement undertake to provide any detailed information requested by the European Commission, the National Agency of [country] or by any other outside body authorised by the European Commission or the National Agency of [country] to check that the mobility period and the provisions of the agreement are being properly implemented.

  • Records and Audits The Contractor shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this Contract.

  • Certifications and Audits Company shall promptly complete and return to BNYM any certifications which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the Licensed System in strict compliance with the terms and conditions set forth in this Agreement. BNYM may, at its expense and after giving reasonable advance written notice to Company, enter Company locations during normal business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation in Company’s possession, and the scope of use and information pertaining to Company’s compliance with the provisions of this Agreement. The foregoing right may be exercised directly by BNYM or by delegation to an independent auditor acting on its behalf. If BNYM discovers that there is any unauthorized scope of use or that Company is not in compliance with the aforementioned provisions, Company shall reimburse BNYM for the full costs incurred in conducting the audit.

  • Environmental Audits and Reports As soon as practicable following receipt thereof, copies of all material environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, Government Authorities or any other Persons, with respect to significant environmental matters at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Cooperation with Respect to Examinations and Audits Transfer Agent shall provide assistance to and cooperate with the Fund with respect to any federal or state government-directed examinations and with the Fund’s internal or external auditors in connection with any Fund-directed audits. For purposes of such examinations and audits, at the request of the Fund, the Transfer Agent will use all reasonable efforts to make available, during normal business hours of the Transfer Agent’s facilities, all records and Policies solely as they directly pertain to the Transfer Agent’s activities under or pursuant to this Agreement. Such audits and examinations shall be conducted at the Fund’s expense and in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities. To the extent practicable, the Fund shall make every effort to coordinate Fund-directed audits so as to minimize the inconvenience to the Transfer Agent and, except as otherwise agreed by the parties, no more frequently than once a year. In connection with any Fund-directed audit, the Fund shall not physically access the Transfer Agent’s systems and shall not conduct any testing on such systems. With respect to Fund-directed audits, the Transfer Agent shall provide such assistance in accordance with reasonable procedures and at reasonable frequencies, and the Fund shall provide reasonable advance notice of not less than three (3) business days to the Transfer Agent of such audits, and to the extent possible, of such examinations. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. With respect to Fund-directed audits, the Transfer Agent may require such persons to execute a confidentiality agreement before granting access. On an annual basis, the Transfer Agent will provide the Fund with copies of its SOC 1 report.

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement.

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