Audit by CBKC Sample Clauses

Audit by CBKC. Distributor agrees that CBKC, its authorized representatives and agents, and any Regulatory Authority or Network (collectively the “Auditing Party”) shall have the right once annually (unless an additional audit or audits is requested by a Regulatory Authority or CBKC), during normal business hours and upon reasonable prior written notice, or at any other time required by Applicable Law or by a Regulatory Authority, to inspect, audit, and examine all of Distributor’s facilities, records, personnel, books, accounts, data, reports, papers and computer records relating to the Program(s) including, but not limited to, financial records and reports, the Distributor’s information security program, policies, and procedures relating thereto, associated audit reports, summaries of test results or equivalent measures taken by Distributor to ensure that the Distributor Security Program meets the objectives of the Guidelines in accordance with Applicable Law and this Agreement and that Distributor is otherwise in compliance with the terms of this Agreement. Distributor shall make all such facilities, records, personnel, books, accounts, data, reports, papers, and computer records available to the Auditing Party for the purpose of conducting such inspections and audits, and the Auditing Party shall have the right to make copies and abstracts from Distributor’s books, accounts, data, reports, papers, and computer records directly pertaining to the subject matter of this Agreement. Notwithstanding the foregoing, if any audit performed pursuant to this Section indicates a material failure by Distributor to comply with Applicable Law or the terms of this Agreement, the Auditing Party shall have the right to perform such additional audits during normal business hours and upon commercially reasonable notice (unless requested by a Regulatory Authority) as may be necessary until such time as Distributor has reasonably demonstrated that it is in material compliance with the terms of this Agreement and Applicable Law. Distributor specifically acknowledges that the Federal Deposit Insurance Corporation or any other Regulatory Authority that has supervisory authority over CBKC has authority to audit Distributor pursuant to the Bank Service Company Act and to assess Distributor’s ability to perform its contractual obligations. In addition, Distributor specifically acknowledges and agrees to be subject to the Examination Agreement set forth on Addendum E as the “Servicing Agency” in...
Sample 1
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Related to Audit by CBKC

  • Field Audit and Examination Reports; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Reports by Company The Company shall:

  • Audit, Inspection and Visitation The Adviser shall make available to the Trust during regular business hours all records and other data created and maintained pursuant to the foregoing provisions of this Agreement for reasonable audit and inspection by the Trust or any regulatory agency having authority over the Trust.

  • Confirmation by Company Company must provide written confirmation to the Fund that instructions from the Fund to restrict or prohibit trading have been executed. Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

  • Field Audit, Examination Reports and other Information; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Statement by Officers as to Default The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

  • Reliance by Company Subscriber represents to the Company that the representations and warranties of Subscriber contained herein are complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities laws in connection with a private offering of securities.

  • Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

  • Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information By becoming a party to this Agreement, each Lender:

  • Annual Statement as to Compliance; Notice of Servicer Default (a) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee, on or before March 15 of each year, beginning March 15, 2018 (or, if such day is not a Business Day, the next succeeding Business Day), an officer’s certificate signed by an Authorized Officer of the Servicer, dated as of December 31 of the immediately preceding year, in each instance stating that (i) a review of the activities of the Servicer during the preceding twelve (12) month period (or, with respect to the first such certificate, such period as shall have elapsed from the Closing Date to the date of such certificate) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation, in any material respect specifying each such default known to such officer and the nature and status thereof.

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