Auditor Access. The North Carolina State Auditor and the University’s internal auditor shall have access to persons and records as a result of all contracts or grants entered into by the University in accordance with N.C. Gen. Stat. §147-64.7 and Session Law 2010-194, Section 21.
Auditor Access. Notwithstanding anything contrary in this Section 9, on and after the Closing, the NARCO Asbestos Trust shall reasonably cooperate (at Honeywell’s sole cost and expense) with Xxxxxxxxx’s auditor in connection with any reasonable inquiry that Xxxxxxxxx’s auditor makes for purposes of conducting an integrated audit of (A) Xxxxxxxxx’s NARCO-related insurance receivables or (B) for a period of seven years from the Closing, Honeywell’s NARCO-related liabilities. Such reasonable inquiry may include requests for Trust Claims Data, Paid Claims Database, summary level paid cost information by vendor and/or by cost category, and NARCO Asbestos Trust claims-related service provider invoices submitted to the NARCO Asbestos Trust. The NARCO Asbestos Trust may redact such invoices to avoid disclosure of any claimant data, attorney-client privileged communications and attorney opinion work product. When neither Honeywell nor its auditor has continuing reporting obligations with respect to the NARCO Asbestos Trust, then Honeywell shall promptly notify the NARCO Asbestos Trust in writing and all obligations of the NARCO Asbestos Trust under this Section 9(e) shall cease.
Auditor Access. Each ING Party will be obliged to grant access to auditors of the State to such books and records and procedures and to the premises where the servicing of the Securities take place as reasonably requested within three (3) Business Days of such request. The auditors of the State have the right to audit the control environment and control activities relating to the servicing of the Securities. This includes (without limitation) the right to interview management and staff and to examine records and systems.
Auditor Access. Upon ETRX’s written request, HR shall provide ETRX’s external auditors with access to ETRX Data in HR’s possession as is necessary for ETRX’s external auditor to conduct its audit; provided that ETRX shall inform the external auditor that he will have access to HR’s Confidential Information and may not use or disclose any of HR’s Confidential Information or proprietary methodologies which may be disclosed in the course of providing such access. HR shall adhere to ETRX’s reasonable written internal procedures and guidelines relating to the disclosure of ETRX Data to such external auditors. If requested by ETRX as Additional Services, HR shall provide to such external auditors any assistance that they might reasonably require in connection with such audits. Subject to ETRX approval, HR shall make all reasonable changes requested by, and take any other reasonable action necessitated by, any such audit or examination. Such changes will be carried out as Additional Services. Access by any third party to HR’s tools, procedures or methodologies will be subject to the requirements of HR’s standard policies regarding granting access to its Confidential Information.
Auditor Access. The DOCR shall ensure that the Auditor have access to the facility, documentation (including electronically-stored information), personnel, and inmates, consistent with the auditing standards, until the issuance of the final report.
Auditor Access. If required by the rules of the Securities and Exchange Commission, at any time before the Closing or within three (3) years after the Closing, Seller shall provide to Buyer’s designated independent auditor access to Seller’s financial books and records in Seller’s possession concerning the operation the Property (other than Excluded Documents) for the purpose of enabling Buyer to comply with any financial reporting requirements applicable to Buyer under the Securities Act of 1933 and the Securities Exchange Act of 1934. Buyer shall give reasonable prior notice to Seller when Buyer desires to exercise its right to inspect such books and records. Such inspection shall take place at such offices of Seller or Seller’s asset manager or other location as Seller shall designate during normal business hours and on a date reasonably convenient to Seller and Buyer.
Auditor Access. If the Closing Date shall have occurred on or prior to the date that Seller Guarantor shall have filed its Annual Report on Form 10-K for the year ended December 31, 2017 with the Securities and Exchange Commission, Purchaser shall provide the Historical Auditor with such access, during normal business hours and without unreasonably interfering with the business and operations of the Company or its Affiliates, to the books and records and employees of the Company as the Historical Auditor deems reasonably necessary, in its reasonable judgment, including making the books and records of the Company available for the Historical Auditor to review and copy, as it deems necessary in its reasonable judgment, and shall furnish the Historical Auditor with any other information that it reasonably deems relevant in conjunction with the Historical Auditor's audit of the consolidated financial statements of Seller Guarantor for the year ended December 31, 2017 in order for such consolidated financial statement of Seller Guarantor to be included in Seller Guarantor's timely filed Annual Report on Form 10-K for the year ended December 31, 2017 with the Securities and Exchange Commission, in each case, at Seller's cost and expense. If the Closing Date shall have occurred on or prior to the date that the Historical Auditor shall have completed its audit of the Company's financial statement for the year ended December 31, 2017, and assuming the Historical Auditor is permitted under its applicable professional standards to complete such audit subsequent to the Closing Date, Purchaser shall provide the Historical Auditor with such access, during normal business hours and without unreasonably interfering with the business and operations of the Company or its Affiliates, to the books and records and employees of the Company as the Historical Auditor deems necessary, in its reasonable judgment, including making the books and records of the Company available for the Historical Auditor to review and copy, as it deems necessary in its reasonable judgment, and shall furnish the Historical Auditor with any other information that it reasonably deems relevant in order to permit the Historical Auditor to complete its audit of the financial statements of the Company for the year ended December 31, 2017, in each case, at Seller's cost and expense.
Auditor Access. After the Closing, at the request of Purchaser and at Purchaser's expense, Seller shall make available to Purchaser and/or Purchaser’s designated independent auditor the historical financial information in Seller's possession regarding the operation of the Property to the extent required by Purchaser in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, covering all of the calendar year 2020 and any required subsequent date or period, and to reasonably cooperate with Purchaser and any auditor engaged by Purchaser for such purpose. Seller shall, without liability, recourse or cost to Seller, provide to Purchaser and/or Purchaser's designated independent auditor a representation letter regarding the books and records of the Property in substantially the form of Exhibit D attached hereto and made a part hereof (the "Audit Inquiry Letter"). Purchaser hereby acknowledges and agrees that (a) Purchaser shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller's request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Purchaser at Purchaser's request under this Section (such assistance, the "Audit Assistance"), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller's performance of any Audit Assistance shall be solely as an accommodation to Purchaser and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the "SEC Filings") made by Purchaser with the United States Securities and Exchange Commission ("SEC") and the Audit Inquiry Letter; and (c) Purchaser hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an "Indemnified Party") harmless from and against any and all costs, expenses, losses, liabilities, damages, claims, demands, allegations or actions (collectively, "Losses") actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter, including, without limitation, any claims by the addressee of the Audit Inqui...
Auditor Access. Upon WTT' s written request, WTP shall provide WTT's external auditors with access to WTT Data in WTP's possession as is necessary for WTT' s external auditor to conduct its audit; provided that the external auditor may not use or disclose any of WTP's proprietary methodologies which may be disclosed in the course of providing such access. WTP shall adhere to WTT' s written internal procedures and guidelines relating to the disclosure of WTT's data to such external auditors. If requested by WTT as Additional Services, WTP shall provide to such external auditors any assistance that they might reasonably require in connection with such audits. Subject to WTT approval and as part of the Additional Services to be separately agreed to, WTP shall make all reasonable changes requested by, and take any other reasonable action necessitated by, any such audit or examination. Access by any third party to WTP's tools, procedures or methodologies will be subject to the requirements of WTP's standard policies regarding granting access to its confidential information.
Auditor Access. Each ING Party will be obliged to grant access to auditors of the State to such books and records and procedures and to the premises where the servicing of the Securities take place as reasonably requested within three (3) Business Days of such request. The auditors of the State have the right to audit the control environment and control activities relating to the servicing of the Securities. This includes (without limitation) the right to interview management and staff and to examine records and systems. ING Bank, FSB Illiquid Assets Back-Up Facility Agreement 0050797-0000064 AMBA:2804530.15
