Common use of Audit Assistance Clause in Contracts

Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental Entities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to applicable Law, contractual provision, or request of such Party’s board of directors (or its audit committee) (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiary’s books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipient’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Provider’s internal controls and procedures directly related to a Service provided to such Service Recipient, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.

Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental EntitiesAuthorities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to applicable Applicable Law, contractual provision, or request of such Party’s board of directors (or its audit committee) (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiary’s Subsidiaries’ books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipient’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Provider’s internal controls and procedures directly related to a Service provided to such Service Recipient, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with applicable Applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both PartiesApplicable Law, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.

Audit Assistance. Each Party and its Subsidiaries (each an “Audited Party”) are or may be subject to audit by Governmental Entities, such the Audited Party’s third party or internal auditor, such the Audited Party’s customers, or other Persons that are parties to contracts with such the Audited Party, in each case pursuant to applicable Law, contractual provision, or request of such the Audited Party’s board of directors (or its audit committee) (each an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first an Audited Party’s or any of its Subsidiary’s books, records, documents, accounting practices or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, and such audit relates to the Services required to be provided to, or from, such first the Audited Party hereunder, upon written request of such first the Audited Party, the other Party shall, within a reasonable period of time, provide, at the sole cost and expense of such first the Audited Party, all assistance, records and access reasonably requested by such first the Audited Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit), to the extent that such assistance, records or access is within the reasonable control of such other Party. If an audit report of a Service Recipientan Audited Party’s third party or internal auditor relating to such audit identifies any deficiencies in a Service Providerthe other Party’s internal controls and procedures directly related to a Service provided to such Service Recipientthe Audited Party, such Service Provider the other Party shall, at the sole cost and expense of such Service Recipientthe Audited Party, implement such reasonable changes to such Service to correct such deficiencies to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correction.

Audit Assistance. Each Party of the Parties and its Subsidiaries their respective Affiliates are or may be subject to regulation and audit by Governmental EntitiesAuthorities, such Party’s third party or internal auditorstandards organizations, such Party’s customers, customers or other Persons that are parties Parties to contracts with such PartyParties under Applicable Law and contract provisions. If a Governmental Authority, in each case pursuant to applicable Law, contractual provisionstandards organization, or request customer or other party to a contract with a Party or an Affiliate of such Party’s board of directors (or its audit committee) (an “Auditing Entity”). If an Auditing Entity a Party exercises its right to examine or audit such first Party’s or any of its SubsidiaryAffiliate’s books, records, documents, documents or accounting practices and procedures pursuant to such Applicable Law, standards or procedures, internal controls and procedures, or operational, financial or legal practices and procedures, contract provisions and such audit or examination relates to the Services required or the conduct of the Business prior to be provided to, or from, such first Party hereunder, upon written request of such first Partythe Closing, the other Party shall, within a reasonable period of time, provide, shall provide (at the sole cost and expense of such first Partyits own expense), all assistance, records and access reasonably reasonable assistance requested by such first the Party that is subject to the audit in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject of such audit)requests for information, to the extent that such assistance, records assistance or access information is within the reasonable control of such other Partythe cooperating Party and is related to the Services or the conduct of the Business prior to the Closing. If an Specifically, Ibis’ accounting group and contract administration group will assist Isis in all activities related to Ibis’ work performed under its government contracts prior to the Closing. These activities include (i) preparing and sending invoices related to 2008 activity, (ii) preparing and filing on or prior to June 30, 2009 the 2008 incurred cost submission, (iii) planning, preparing for and executing the 2008 project-specific audit (A-133 audit) so that the audit report of a Service Recipient’s third party is filed on or internal auditor relating prior to September 30, 2009, (iv) contract closeout audits, (v) incurred cost submission audits and (vi) any other contract audits pertaining to work Ibis performed prior to the Closing. Additionally, Ibis’ accounting group and contract administration group will make available to Isis any documentation related to government contracts, government xxxxxxxx, indirect rate calculations or any other documents related to government contracts under which Ibis performed work prior to the Closing that Isis reasonably requests in writing. Ibis shall perform such audit identifies any deficiencies services using due care and in a Service Provider’s internal controls commercially reasonable manner that is substantially similar in nature, quality and procedures directly related timeliness to a Service the same tasks performed by Ibis prior to the Closing Date. All information provided pursuant to such Service Recipient, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes this Section 2(c) shall be subject to such Service to correct such deficiencies to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing Section 8.8 of the costs and expenses associated with such correctionAcquisition Agreement (Confidentiality).

Audit Assistance. Each Party and its Subsidiaries are or may be subject to audit by Governmental Entities, such Party’s third party or internal auditor, such Party’s customers, or other Persons that are parties to contracts with such Party, in each case pursuant to applicable Law, Law or contractual provision, or request of such Party’s board of directors (or its audit committee) provision (an “Auditing Entity”). If an Auditing Entity exercises its right to audit such first Party’s or any of its Subsidiary’s books, records, documents, documents or accounting practices and procedures pursuant to such applicable Law or procedures, internal controls and procedures, or operational, financial or legal practices and procedurescontractual provision, and such audit relates to the Services required to be provided to, or from, such first Party hereunder, upon written request of such first Party, the other Party shall, within a reasonable period of time, shall provide, at the sole cost and expense of such first Party, all assistance, records and access reasonably requested by such first Party in responding to such audits (including documents related to testing methodologies, test results, audit reports of significant findings, and remediation plans with respect to any deficiencies with respect to such other Party’s internal controls or procedures, and work papers of such other Party’s third party or internal auditor that relate to the matter being subject annual audits of such auditother Party), to the extent that such assistance, records or access is within the reasonable control of such other PartyParty and is directly related to such Services. If an audit report of In addition, a Service Recipient’s Recipient may request its third party or internal auditor relating to such perform an audit identifies any deficiencies in or review of a Service Provider’s internal controls and procedures directly related to a the Services required to be provided by such Service provided to Provider upon reasonable advance notice, and such Service Provider shall assist such Service Recipient’s third party or internal auditor in connection with such an audit or review, at the sole cost and expense of such Service Recipient. At the conclusion of such audit or review, such Service Provider shall, at the sole cost and expense of such Service Recipient, implement such reasonable changes to such Service the Services required to be provided by it hereunder to correct such deficiencies identified in the audit report to ensure compliance with applicable Law in connection with such Service; provided, however, that if such correction is required for the compliance by both Parties with a Law applicable to both Parties, the Parties shall negotiate in good faith an equitable sharing of the costs and expenses associated with such correctionServices.