Company Audit. Transfer Agent shall, upon reasonable written notice and at mutually agreed times, allow a Company, its auditors and/or its regulators, to inspect, examine, test and audit (each, an “Audit”) Transfer Agent’s operations, procedures and business records that are relevant to the Services provided hereunder by Transfer Agent. Notwithstanding the foregoing, Transfer Agent may, in its sole discretion, prohibit a Company from entering certain areas of its facilities for security reasons, in which case Transfer Agent will provide the Company with alternative access to the records, documents, other information or personnel in such restricted area, to the extent reasonably possible. Transfer Agent shall cooperate reasonably and in good faith with the Company’s auditors to ensure a prompt and accurate Audit. Each Company acknowledges that Transfer Agent may require any such auditors and/or regulators of the Company to agree to confidentiality provisions relating to Transfer Agent’s proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Each Company agrees to compensate Transfer Agent for all reasonable out of pocket expenses incurred in connection with any Audit, and also agrees to compensate Transfer Agent, in accordance with the Transfer Agent fee schedule in effect at the time such Audit, for the time of each Transfer Agent employee required to assist such Audit; provided, however, that in no event shall the Company be charged for the time incurred by Transfer Agent’s Relationship Management employees required to assist such Audit.
Company Audit. Agent shall, upon at least thirty (30) days written notice, no more frequently than once per year, and at mutually agreed dates and times, allow Clients, their auditors and/or their regulators, to inspect, examine, and audit (each, an "Audit") Agent's operations, procedures and business records that are relevant to the Services provided hereunder by Agent (collectively, "Records''), solely to determine Agent's compliance with this Agreement, and only to the extent that such Records were not included within the scope of the SSAE 16, AT 101, or equivalent audit conducted for Agent within the previous calendar year. Notwithstanding the foregoing, Agent may, in its sole discretion, prohibit Clients from entering certain areas of its facilities for security reasons, in which case Agent will provide Clients with alternative access to the Records, information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Further, Clients agree that any Audit includes the right of Clients to inspect Records on- site at Agent's office, but not the right to copy Records. Clients will provide Agent with a written Scope of Work including a mutually agreed level of detail, at least 10 business days in advance of commencement of an Audit. Agent shall cooperate reasonably and in good faith with Clients' internal or external auditors to ensure a prompt and accurate Audit. In addition, Agent shall address within a reasonable time period and in the manner determined by Agent any practices found to be non-compliant with this Agreement after receipt of a Client Audit report. Clients acknowledge that Agent may require any such auditors and/or regulators of Clients to agree to written confidentiality provisions relating to Agent's proprietary and confidential information that such auditors and/or regulators may have access to during any such Audit. Clients agree to compensate Agent for all out of pocket expenses incurred in connection with any Audit, and also agrees to compensate Agent, in accordance with the Agent fee schedule in effect at the time such Audit, for the time of each Agent employee required to assist such Audit; provided, however, that in no event shall Clients be charged for the time incurred by Agent's Relationship Management employees required to assist such Audit."
Company Audit. The Company shall have delivered to Buyer the Company Audited Financial Statements with an unqualified opinion of Xxxx Xxxxx on such Company Audited Financial Statements.
Company Audit. Company shall perform an Annual Compliance Audit to validate all laws and regulations bound by the rules set for by NACHA. Additionally, Bank may request for the Annual Compliance Audit observations and completion attestation at any time and Company shall provide such document in a timely manner, or ACH services may be temporary or permanently suspended by Bank without prior notice.
Company Audit. At the request of the City, every three (3) years commencing at the end of the third calendar year of the term of this Franchise, the Company shall conduct an internal audit, in accordance with the Company’s auditing principles and policies that are applicable to electric and gas utilities that are developed in accordance with the Institute of Internal Auditors, to investigate and determine the correctness of the Franchise Fees paid to the City. Such audit shall be limited to the previous three (3) calendar years. Within a reasonable period of time after the audit, the Company shall provide a written report to the city clerk summarizing the testing procedures followed along with any potential findings.
Company Audit. The Shareholders agree to cause to be performed on or before September 30, 1998, an audit of the Company as at and for the years ended December 31, 1996 and 1997 and for the six month period ended June 30, 1998 by Frankel, Lodgen, Lacher, Golditch, Sardi & Howaxx, xxrtified public accountants. The Shareholders shall cooperate and provide assistance in connection with the preparation of the audited financial statements for the Company, including, without limitation, making themselves available to Buyer, its affiliates and/or its auditors upon request, and using their best efforts to assist the Company's internal accounting and auditing personnel, as well as its external accounting personnel in connection with the preparation of such audit. ARTICLE VI.
Company Audit. The Company shall take all necessary action to complete in a timely manner an audit of the Company and its consolidated Subsidiaries for the year ended December 31, 2005.
Company Audit. Where Data Protection Laws afford Company an audit right, Company (or its appointed representative) may carry out an audit of Service Provider’s policies, procedures, and records relevant to the Processing of Company Personal Data. Any audit must be: (i) conducted during Service Provider’s regular business hours; (ii) with forty-five (45) days advance notice to Service Provider; (iii) carried out in a manner that prevents unnecessary disruption to Service Provider’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction. Any such audit shall be subject to Service Provider’s security and confidentiality terms and guidelines, and conducted by a mutually agreed upon third party law firm bound by confidentiality rules in order to safeguard Service Provider's obligations to other customers, intellectual property, and trade secrets. In the event that Service Provider and Company cannot agree upon a third-party law firm, the largest law firm on the most recent Am Law 100 list published by American Lawyer (xxx.xxx) that agrees to accept the work and has not conducted business with either Service Provider or Company in the preceding 12 months shall be chosen. Company shall be responsible for any costs arising from such audit.
Company Audit. The Shareholders agree to cause to be performed prior to the Closing Date, an audit of the Company as at and for the years ended December 31, 1997 and 1998 by a firm of accountants acceptable to Sage. All audited financial statements prepared in connection with such audit shall meet the requirements for submission to the Securities and Exchange Commission, shall be prepared by an accounting firm qualified for such submission and shall be accompanied by such firm's audit report regarding such financial statements.
Company Audit. (i) On or before November 30, 1998, the Quarterly Audit and the Nine-Month Audit shall have been completed by Ernst & Young LLP and the results of such audits shall have been communicated to Parent; and (ii) the revenues and other financial results of the Quarterly Audit for each of the three calendar quarters included in such audit shall not be materially different from the revenues and other financial results disclosed by the Company for each of such three calendar quarters in the Form 10-Q filed by the Company with respect to each such quarter; and (iii) if requested, Ernst & Young LLP shall have provided the Accountants' Consent on or before November 30, 1998. (g)
