Authority Audit Sample Clauses

Authority Audit. The Authority shall be entitled to carry out such regular security audits as may be required, and in accordance with Good Industry Practice, in order to ensure that the ISMS maintains compliance with the principles and practices of ISO/IEC 27001. If, on the basis of evidence provided by such audits, it is the Authority's reasonable opinion that compliance with the principles and practices of ISO/IEC 27001 is not being achieved by the Service Provider, then the Authority shall notify the Service Provider in writing of the same and give the Service Provider a reasonable period of time (having regard to the extent and criticality of any non-compliance and any other relevant circumstances) to become compliant with the principles and practices of ISO/IEC 27001. If the Service Provider does not become compliant within the required time then the Authority has the right to obtain an independent audit against these standards in whole or in part. If, as a result of any such independent audit as described in Paragraph 5.3 above, the Service Provider is found to be non-compliant with the principles and practices of ISO/IEC 27001 then the Service Provider shall, at its own expense, undertake those actions required in order to achieve the necessary compliance and shall reimburse in full the costs incurred by the Authority in obtaining such audit. Service Provider Audit If required by the Authority, the Service Provider shall carry out regular security audits as may be required in order to maintain delivery of the Services and the ISMS in compliance with: security aspects of ISO/IEC 27002:2005 or equivalent; ISO/IEC 27001 or equivalent; the Security Policy Framework; and the requirements issued by the National Technical Authority for Information Assurance, and shall promptly provide to the Authority any associated security audit reports and shall otherwise notify the Authority in writing of the results of such security audits. The provisions set out in Paragraphs 5.3 and 5.4 above shall apply mutatis mutandis to this Paragraph 5.5.
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Authority Audit. The Authority shall be entitled to carry out such regular security audits as may be required and in accordance with Good Industry Practice, in order to ensure that the ISMS maintains compliance with the principles and practices of ISO/IEC 27001 and ISO/IEC 27002. If, on the basis of evidence provided by such audits, it is the Authority's reasonable opinion that compliance with the principles and practices of ISO/IEC 27001 and ISO/IEC 27002 is not being achieved by the Supplier, then the Authority shall notify the Supplier in writing of the same and give the Supplier a reasonable period of time (having regard to the extent and criticality of any non-compliance and any other relevant circumstances) to become compliant with the principles and practices of ISO/IEC 27001 and ISO/IEC 27002. If the Supplier does not become compliant within the required time then the Authority has the right to obtain an independent audit against these standards in whole or in part. If, as a result of any such independent audit as described in Paragraph 5.3 above, the Supplier is found to be non-compliant with the principles and practices of ISO/IEC 27001 and ISO/IEC 27002 then the Supplier shall, at its own expense, undertake those actions required in order to achieve the necessary compliance and shall reimburse in full the costs incurred by the Authority in obtaining such audit.
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Authority Audit. The Authority shall be entitled to carry out such regular security audits as may be required, and in accordance with Good Industry Practice, in order to ensure that the ISMS maintains compliance with the principles and practices of ISO/IEC 27001. If, on the basis of evidence provided by such audits, it is the Authority's reasonable opinion that compliance with the principles and practices of ISO/IEC 27001 is not being achieved by the Supplier, then the Authority shall notify the Supplier in writing of the same and give the Supplier a reasonable period of time (having regard to the extent and criticality of any non-compliance and any other relevant circumstances) to become compliant with the principles and practices of ISO/IEC 27001. If the Supplier does not become compliant within the required time then the Authority has the right to obtain an independent audit against these standards in whole or in part. If, as a result of any such independent audit as described in Paragraph 5.3 above, the Supplier is found to be non-compliant with the principles and practices of ISO/IEC 27001 then the Supplier shall, at its own expense, undertake those actions required in order to achieve the necessary compliance and shall reimburse in full the costs incurred by the Authority in obtaining such audit.
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Related to Authority Audit

  • Authority, Etc The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby are within the corporate authority of the Borrower and have been duly authorized by all necessary corporate action on the part of the Borrower.

  • Authority; Approval (i) The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, subject, in the case of the Merger, to receipt of the Stockholder Approval (if required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board unanimously adopted resolutions (A) determining that this Agreement and the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, are advisable, fair to and in the best interests of the Company and the Stockholders, (B) approving and declaring advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer, the Top-Up Option (including the issuance of the Top-Up Shares) and the Merger, on the terms and conditions set forth herein and therein and in accordance with the requirements of the DGCL, and such approval constitutes approval of this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Offer, the Top-Up Option and the Merger, for purposes of Section 203 of the DGCL, (C) directing that this Agreement be submitted to a vote at the Stockholders Meeting for adoption and approval (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.3) and (D) subject to Section 5.2, recommending that the Stockholders accept the Offer, tender their Shares pursuant to the Offer and vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger if required by applicable Law (such recommendation, the “Company Board Recommendation”), which recommendation constitutes a recommendation and approval of the Company Board for purposes of any Takeover Statutes, and as of the date hereof, none of the aforesaid resolutions have been subsequently rescinded, modified or withdrawn. Assuming the accuracy of the representations and warranties set forth in Section 4.2(f), the Company Board has taken all actions necessary so that Parent and Merger Sub will not be prohibited by any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar takeover statute, including Section 203 of the DGCL (collectively, the “Takeover Statutes”), from consummating the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, in the manner contemplated hereby and to ensure that no Takeover Statute will impose any additional procedural, voting, approval or other restrictions on the timely consummation of the transactions contemplated hereby or restrict, impair or delay the ability of (x) Parent or Merger Sub to engage in any of the transactions contemplated hereby, including the Offer, the Top-Up Option and the Merger, or the Support Agreement or (y) Parent or Merger Sub, following the Acceptance Time and subject to the other provisions of this Agreement, to vote or otherwise exercise all rights as a stockholder of the Company.

  • Decision-Making Authority BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • AUTHORITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.